**TABLE OF CONTENTS**       *Page* SECTION 1 DEFINITIONS  1      1.1 Certain Definitions  1      SECTION 2 Registration  3      2.1 Registration  3 2.2 Expenses of Registration  5 2.3 Obligations of the Company  6 2.4 Suspension of Sales  9 2.5 Termination of Registration Rights  9 2.6 Free Writing Prospectuses  9 2.7 Indemnification  9 2.8 Assignment of Registration Rights  10 2.9 Rule 144; Rule 144A Reporting  10 2.10 Forfeiture  11      SECTION 3 Miscellaneous  11      3.1 Governing Law  11 3.2 Waiver of Jury Trial  11 3.3 Successors and Assigns  12 3.4 Entire Agreements Amendment; Waiver  12 3.5 Additional Parties  12 3.6 Notices, Etc  12 3.7 Delays or Omissions  12 3.8 Rights; Separability  12 3.9 Information Confidential  13 3.10 Expenses  13 3.11 Legend on Certificates  13 3.12 Captions  13 3.13 Counterparts; Facsimile  13 
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**REGISTRATION RIGHTS AGREEMENT**     **THIS REGISTRATION RIGHTS AGREEMENT**(this “***Agreement***”) is made and entered into as of the 13thday of January, 2011 by and among VisionChina Media Inc., a Cayman Islands company (the “***Company***”),Focus Media Holding Limited (“***Focus***”), JJ Media Investment Holding Limited (“***JJ Media***”) and FrontLead Investments Limited (together with Focus and JJ Media, the “***Shareholders***”).**RECITALS**     **WHEREAS**, the Shareholders have entered into a Securities Purchase Agreement dated as ofDecember 30, 2010 with the Company (the “***Securities Purchase Agreement***”), pursuant to which eachShareholder has purchased common shares, par value US$0.0001 per share, of the Company (the “***CommonShares***”); and     **WHEREAS**, as a condition to the closing of the Shareholders’ acquisition of the Common Sharespursuant to the Securities Purchase Agreement, the Shareholders and the Company have agreed toenter into this Registration Rights Agreement.     **NOW, THEREFORE**, in consideration of the mutual promises and covenants set forth herein, allparties hereto agree as follows:**SECTION 1****DEFINITIONS**     **1.1 Certain Definitions.**As used in this Agreement, the following terms shall have themeanings indicated:     “***ADSs***” means American depositary shares representing the Common Shares.     “***Affiliate***” means, with respect to any person, any other person directly or indirectlycontrolling, controlled by or under common control with, such person. For purposes of thisdefinition, “control” (including, with correlative meanings, the terms “controlled by” and “undercommon control with”) when used with respect to any person, means the possession, directly orindirectly, of the power to cause the direction of management and/or policies of such person,whether through the ownership of voting securities, by contract or otherwise.     “***Closing Date***” shall have the meaning given to it in the Securities Purchase Agreement;     “***Depositary***” means the depositary with respect to the Company’s ADSs.     “***Exchange Act***” means the U.S. Securities Exchange Act of 1934, as amended.     “***Holder***” means any Shareholder and any other holder of Registrable Securities to whom theregistration rights conferred by this Agreement have been transferred in compliance with Section2.8 hereof.
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     “***Holders’ Counsel***” means one counsel for the selling Holders chosen by Holders representing amajority interest in the Registrable Securities being registered.     “***Register***,” “***registered***,” and “***registration***” shall refer to a registration effected bypreparing and filing (a) a registration statement in compliance with the Securities Act andapplicable rules and regulations thereunder, and the declaration or ordering of effectiveness ofsuch registration statement or (b) a prospectus and/or prospectus supplement in respect of anappropriate effective registration statement on Form F-3 or other form approved by the holders of amajority of Registrable Securities available for sales of securities pursuant to Rule 415 under theSecurities Act.     “***Registrable Securities***” means (A) all Common Shares acquired by the Shareholders pursuant tothe Securities Purchase Agreement, and (B) any equity securities issued or issuable directly orindirectly with respect to the securities referred to in the foregoing clause (A) by way ofconversion, exercise or exchange thereof or share dividend or share split or in connection with acombination of shares, recapitalization, reclassification, merger, amalgamation, arrangement,consolidation or other reorganization, *provided*that, once issued, such securities will not beRegistrable Securities when (i) they are sold pursuant to an effective registration statement underthe Securities Act, (ii) they shall have ceased to be outstanding; or (iii) they have been sold ina private transaction in which the transferor’s rights under this Agreement are not assigned to thetransferee of the securities.     “***Registration Expenses***” means all expenses incurred by the Company in effecting anyregistration pursuant to this Agreement (whether or not any registration or prospectus becomeseffective or final) or otherwise complying with its obligations under this Agreement, including,without limitation, all registration, filing and listing fees (including filings made with theFinancial Industry Regulatory Authority), printing expenses (including printing of prospectuses andcertificates for the securities), the Company’s expenses for messenger and delivery services andtelephone, fees and disbursements of counsel for the Company, blue sky fees and expenses, expensesincurred by the Company in connection with any “road show,” the fees and disbursements of Holders’Counsel, and expenses of the Company’s independent accountants in connection with any regular orspecial reviews or audits incident to or required by any such registration, but shall not includeSelling Expenses and the compensation of regular employees of the Company.     “***Rule 144***,” “***Rule 144A***,” “***Rule 158***,” “***Rule 159A***,” “***Rule 405***” and “***Rule 415***” mean, in eachcase, such rule promulgated under the Securities Act (or any successor provision), as the sameshall be amended from time to time.     “***Scheduled Black-out Period***” means the period from and including the last day of a fiscalquarter of the Company to and including the business day after the day on which the Companypublicly releases its earnings for such fiscal quarter.     “***SEC***” means the U.S. Security and Exchange Commission.     “***Securities Act***” means the U.S. Securities Act of 1933, as amended.
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     “***Selling Expenses***” means all discounts, selling commissions and share transfer taxesapplicable to the sale of Registrable Securities.     “**Shareholders Agreement**” means the shareholders agreement dated as of the same day of thisAgreement by and among the Company, the Shareholders and Mr. Limin Li.**SECTION 2****REGISTRATION**     **2.1 Registration.**     Subject to the terms and conditions of this Agreement, on or prior to the date that iseighteen (18) months after the Closing Date, the Company shall prepare and file with the SEC aShelf Registration Statement (defined below) covering all Registrable Securities (or otherwisedesignate an existing Shelf Registration Statement filed with the SEC to cover the RegistrableSecurities), and, to the extent the Shelf Registration Statement has not theretofore been declaredeffective or is not automatically effective upon such filing, the Company shall use reasonable bestefforts to cause such Shelf Registration Statement to be declared or become effective not laterthan sixty (60) days after the date such Shelf Registration Statements is filed and to keep suchShelf Registration Statement continuously effective and in compliance with the Securities Act andusable for resale of such Registrable Securities for a period from the date of its initialeffectiveness until, with respect to a relevant Shareholder or Holder to whom the registrationrights conferred by this Agreement have been transferred in compliance with this Agreement, theearlier to occur of (i) date on which all of the Registrable Securities eligible for resalethereunder have been publicly sold pursuant to either the Shelf Registration Statement or a newShelf Registration Statement if the initial Shelf Registration Statement expires or Rule 144, (ii)the fifth (5th) anniversary of the Closing Date, (iii) the entire amount of RegistrableSecurities owned by such Shareholder or Holder, in the opinion of counsel to the Company, may bedistributed to the public without any limitation as to volume pursuant to paragraph (e) of Rule144, or any successor provision then in effect, under the Securities Act, or (iv) the entire amountof Registrable Securities owned by such Shareholder or Holder is transferred by a person who is notpermitted to receive the transfer of registration rights pursuant to, or as otherwise provided in,Section 2.8 of this Agreement (the “***Registration Period***”). If the Company is a well-known seasonedissuer (as defined in Rule 405 under the Securities Act) at the time of filing of the ShelfRegistration Statement with the SEC, such Shelf Registration Statement shall be designated by theCompany as an automatic Shelf Registration Statement.          **(a)**Any registration pursuant to this Section 2.1 shall be effected by means of a shelfregistration under the Securities Act (a “***Shelf Registration Statement***”) in accordance with themethods and distribution set forth in the Shelf Registration Statement and Rule 415. If theHolder(s) of a majority of the Registrable Securities intends to distribute any RegistrableSecurities by means of an underwritten offering, it shall promptly so advise the Company and theCompany shall use its commercially reasonable efforts to cause a registration to be in the form ofa firm commitment underwritten offering pursuant to Section 2.3. The lead underwriters in any suchdistribution shall be selected by the Holder(s) of a majority of the Registrable Securities to bedistributed, provided that the managing underwriter or underwriters selected for such offering
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shall be internationally reputable investment banking firm(s) and be reasonably acceptable to theCompany (the “***Approved Underwriter***”). If the Approved Underwriter advises the Company in writingthat in its opinion marketing factors require a limitation of the aggregate amount of RegistrableSecurities to be included in the underwritten offering, the Company shall include in suchunderwritten offering only the aggregate amount of Registrable Securities that in the opinion ofthe Approved Underwriter may be sold without any material adverse effect on the success of suchunderwritten offering and subject to any and all piggy-back registration rights granted by theCompany prior to the date of this Agreement.          **(b)**The Company shall not be required to effect a registration (including a resale ofRegistrable Securities from an effective Shelf Registration Statement) or an underwritten offeringpursuant to this Section 2: (i) with respect to securities that are not Registrable Securities;(ii) during any Scheduled Black-out Period; or (iii) if the Company has notified the Shareholdersand all other Holders by written notice that in the good faith judgment of the Board of Directors(after consultation with counsel), it would be materially detrimental to the Company or itssecurity holders for such registration or underwritten offering to be effected at such time,including a statement of the reason for such postponement, in which event the Company shall havethe right to postpone the filing (but not the preparation) of such registration statement orunderwritten offering for a period of not more than forty-five (45) days after receipt of therequest of the Shareholders or any other Holder; *provided*that the Company shall use its reasonablebest efforts to cause any registration statement required pursuant to this Section 2 to be filed assoon as reasonably practicable thereafter; and *provided further*that such right to delay aregistration or underwritten offering shall be exercised by the Company not more than twice in any12-month period and not more than ninety (90) days in the aggregate in any 12-month period.          **(c)**If, during the Registration Period, the Company proposes to register any of its equitysecurities (including its ADSs), whether for its own account or for the account of other securityholders or both (other than a registration pursuant to Section 2.1 or a Special Registration), theCompany will give prompt written notice to the Shareholders and all other Holders of its intentionto effect such a registration (but in no event less than fourteen (14) calendar days prior to theanticipated filing date) and (subject to Section 2.1(e)) will include in such registration allRegistrable Securities with respect to which the Company has received written requests forinclusion therein within ten (10) business days after the date of the Company’s notice (a“***Piggyback Registration***”). Any such person that has made such a written request may withdraw itsRegistrable Securities from such Piggyback Registration by giving written notice to the Company andthe managing underwriter, if any, prior to the planned effective date of such PiggybackRegistration. The Company may terminate or withdraw any registration under this Section 2.1(c)prior to the effectiveness of such registration, whether or not the Shareholders or any otherHolders have elected to include Registrable Securities in such registration. “***Special Registration***”means the registration of equity securities and/or options or other rights in respect thereofsolely registered on Form F-4, Form S-4 or Form S-8 (or successor form).          **(d)**If the registration referred to in Section 2.1(c) is proposed to be underwritten, theCompany will so advise the Shareholders and all other Holders as a part of the written notice givenpursuant to Section 2.1(c). In such event, the right of the Shareholders and
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all other Holders to registration pursuant to this Section 2 will be conditioned upon such persons’participation in such underwriting and the inclusion of such persons’ Registrable Securities in theunderwriting, and each such person will (together with the Company and the other personsdistributing their securities through such underwriting) enter into an underwriting agreement incustomary form with the underwriter or underwriters selected for such underwriting by the Company.If any participating person disapproves of the terms of the underwriting, such person may elect towithdraw therefrom by written notice to the Company, the managing underwriter and the Holders.          **(e)**Except for the piggy-back registration rights granted by the Company prior to the date ofthis Agreement (the “***Existing Piggy-Back Rights***”), the Company agrees that it shall not grant“piggyback” registration rights to one or more third parties to include their securities in theShelf Registration Statement or in an underwritten offering under the Shelf Registration Statementpursuant to Section 2.1(a) unless approved by the board of directors of the Company, and, for solong as Focus is entitled to nominate the Focus Nominee (as defined in the Shareholders Agreement)pursuant to the Shareholders Agreement, such approval must include the approval of the FocusNominee. If a Piggyback Registration under Section 2.1(c) relates to an underwritten primaryoffering on behalf of the Company, and the managing underwriters advise the Company that in theirreasonable opinion the number of securities requested to be included in such offering exceeds thenumber which can be sold without adversely affecting the marketability of such offering (includingan adverse effect on the per share offering price), the Company will include in such registrationor prospectus only such number of securities that in the reasonable opinion of such underwriterscan be sold without adversely affecting the marketability of the offering (including an adverseeffect on the per share offering price), which securities will be so included in the followingorder of priority, (i) first, all of the securities to be offered for the account of the Company(but only in the case that the Company initiated such registration), or the account of theshareholder that initiated such registration, as the case may be, (ii) second, (A) RegistrableSecurities of the Shareholders and all other Holders who have requested registration of RegistrableSecurities pursuant to Section 2.1(a) or 2.1(c) of this Agreement, as applicable, and (B) othersecurities requested for inclusion in such registration by holder(s) of the Existing Piggy-BackRights, *pro rata*on the basis of the aggregate number of such Registrable Securities and such othersecurities entitled and proposed to be included in this registration (with shares pursuant to (A)and (B) included in the registration on a pari passu basis) and (iii) third, any securities to beoffered for the account of the Company (but only in the case of a registration initiated by ashareholder) and any other securities of the Company that have been requested to be so included,subject to the terms of this Agreement.     **2.2 Expenses of Registration.**
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          **(a)**The Company shall not bear any Registration Expenses other than those incurred inconnection with the first Shelf Registration Statement pursuant to Section 2.1 above. For theavoidance of doubt, any costs and expenses incurred in connection with any subsequent sale of anyregistered shares which requires a filing of any amendment or supplement to any registrationstatement, including without limitation, all fees and expenses of any legal counsel, accountant orany other advisor and any other out-of-pocket expenses, shall be borne by the holder(s) of suchshares.          **(b)**Except for the Registration Expenses incurred in connection with the first ShelfRegistration Statement which shall be borne by the Company pursuant to Section 2.2 (a) above, allRegistration Expenses and Selling Expenses incurred in connection with any and all registrationshereunder shall be borne by the holders of the securities so registered *pro rata*on the basis ofthe aggregate offering or sale price of the securities so registered.     **2.3 Obligations of the Company.**     During the Registration Period, the Company shall use its commercially reasonable efforts, totake such actions as are under its control to remain a well-known seasoned issuer (as defined inRule 405 under the Securities Act) if it becomes eligible for such status in the future (and notbecome an ineligible issuer (as defined in Rule 405 under the Securities Act)). In addition,whenever required to effect the registration of any Registrable Securities or facilitate thedistribution of Registrable Securities pursuant to an effective Shelf Registration Statement, theCompany shall, as expeditiously as reasonably practicable:          **(a)**Prepare and file with the SEC a prospectus supplement with respect to a proposed offeringof Registrable Securities pursuant to an effective registration statement, subject to this Section2.3, and keep such registration statement effective or such prospectus supplement current duringthe Registration Period.          **(b)**Prepare and file with the SEC such amendments and supplements to the applicableregistration statement and the prospectus or prospectus supplement used in connection with suchregistration statement as may be necessary to comply with the provisions of the Securities Act withrespect to the disposition of all securities covered by such registration statement.          **(c)**Furnish to the Holders and any underwriters such number of copies of the applicableregistration statement and each such amendment and supplement thereto (including in each case allexhibits) and of a prospectus, including a preliminary prospectus, in conformity with therequirements of the Securities Act, and such other documents as they may reasonably request inorder to facilitate the disposition of Registrable Securities owned or to be distributed by them.          **(d)**Use its reasonable best efforts to register and qualify the securities covered by suchregistration statement under such other securities or blue sky laws of such jurisdictions as shallbe reasonably requested by the Holders or any managing underwriter(s), to keep such registration orqualification in effect for so long as such registration statement remains in effect, and to takeany other action which may be reasonably necessary to enable such seller to
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consummate the disposition in such jurisdictions of the securities owned by such Holder; *provided*that the Company shall not be required in connection therewith or as a condition thereto to qualifyto do business or to file a general consent to service of process in any such states orjurisdictions.          **(e)**Notify each Holder at any time when a prospectus relating thereto is required to bedelivered under the Securities Act of the happening of any event as a result of which theapplicable prospectus, as then in effect, includes an untrue statement of a material fact or omitsto state a material fact required to be stated therein or necessary to make the statements thereinnot misleading in light of the circumstances then existing.          **(f)**Give written notice to the Holders:     **(i)**When any registration statement filed pursuant to Section 2 or anyamendment thereto has been filed with the SEC and when such registration statementor any post-effective amendment thereto has become effective;     **(ii)**of any request by the SEC for amendments or supplements to anyregistration statement or the prospectus included therein or for additionalinformation;     **(iii)**of the issuance by the SEC of any stop order suspending the effectivenessof any registration statement or the initiation of any proceedings for that purpose;     **(iv)**of the receipt by the Company or its legal counsel of any notificationwith respect to the suspension of the qualification of the Common Shares for sale inany jurisdiction or the initiation or threatening of any proceeding for suchpurpose; and     **(v)**of the happening of any event that requires the Company to make changes inany effective registration statement or the prospectus related to the registrationstatement in order to make the statements therein not misleading (which notice shallbe accompanied by an instruction to suspend the use of the prospectus until therequisite changes have been made);          **(g)**Use its reasonable best efforts to prevent the issuance or obtain the withdrawal of anyorder suspending the effectiveness of any registration statement referred to in Section 2.3(f)(iii)at the earliest practicable time.          **(h)**Upon the occurrence of any event contemplated by Section 2.3(e) or 2.3(f)(v), promptlyprepare a post-effective amendment to such registration statement or a supplement to the relatedprospectus or file any other required document so that, as thereafter delivered to the Holders andany underwriters, the prospectus will not contain an untrue statement of a material fact or omit tostate any material fact necessary to make the statements therein, in light of the circumstancesunder which they were made, not misleading. If the Company notifies the Holders in accordance withSection 2.3(f)(v) to suspend the use of the prospectus until the requisite changes to theprospectus have been made, then the Holders and
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any underwriters shall suspend use of such prospectus and use their commercially reasonable effortsto return to the Company all copies of such prospectus (at the Company’s expense) other thanpermanent file copies then in such Holder’s or underwriter’s possession.          **(i)**Use best efforts to procure the cooperation of the Company’s transfer agent in settlingany offering or sale of Registrable Securities, including with respect to the transfer of physicalshare certificates into book-entry form in accordance with any procedures reasonably requested bythe Holders or any managing underwriter(s).          **(j)**If an underwritten offering is requested pursuant to Section 2.1(a), (i) enter into anunderwriting agreement in customary form, scope and substance; (ii) furnish the underwriters withopinions of counsel to the Company, addressed to the managing underwriter(s), if any, covering thematters customarily covered in such opinions requested in underwritten offerings; and (iii) obtain“comfort” letters from the independent certified public accountants of the Company (and, ifnecessary, any other independent certified public accountants of any business acquired by theCompany for which financial statements and financial data are included in the Shelf RegistrationStatement) who have certified the financial statements included in such Shelf RegistrationStatement, addressed to each of the managing underwriter(s), if any, such letters to be incustomary form and covering matters of the type customarily covered in “comfort” letters.          **(k)**Make available for inspection by a representative of Holders that are sellingshareholders, the managing underwriter(s), if any, and any attorneys or accountants retained bysuch Holders or managing underwriter(s), at the offices where normally kept, during reasonablebusiness hours, financial and other records, pertinent corporate documents and properties of theCompany, and cause the officers, directors and employees of the Company to supply all informationin each case reasonably requested (and of the type customarily provided in connection with duediligence conducted in connection with a registered public offering of securities) by any suchrepresentative, managing underwriter(s), attorney or accountant in connection with such ShelfRegistration Statement.          **(l)**Cause all such Registrable Securities to be listed on each securities exchange on whichsimilar securities issued by the Company are then listed or, if no similar securities issued by theCompany are then listed on any securities exchange, use its reasonable best efforts to cause allsuch Registrable Securities to be listed on the New York Stock Exchange or NASDAQ, as determined bythe Company.          **(m)**If requested by Holders of a majority of the Registrable Securities being registeredand/or sold in connection therewith, or the managing underwriter(s), if any, promptly include in aprospectus supplement or amendment such information as the Holders of a majority of the RegistrableSecurities being registered and/or sold in connection therewith or managing underwriter(s), if any,may reasonably request in order to permit the intended method of distribution of such securitiesand make all required filings of such prospectus supplement or such amendment as soon aspracticable after the Company has received such request.          **(n)**Timely provide to its Shareholders earning statements satisfying the provisions of Section11(a) of the Securities Act and Rule 158 thereunder.
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          **(o)**Take all reasonable action necessary to: (i) cause the Depositary to accept the deposit ofthe Registrable Securities into the deposit facility to issue ADSs (or receipts) representing suchRegistrable Securities and to issue the related ADRs and (ii) cause the Depositary to register withthe SEC (to the extent necessary) such ADSs.     **2.4 Suspension of Sales.**     During any Scheduled Black-out Period and upon receipt of written notice from the Company thata registration statement, prospectus or prospectus supplement contains or may contain an untruestatement of a material fact or omits or may omit to state a material fact required to be statedtherein or necessary to make the statements therein not misleading or that circumstances exist thatmake inadvisable use of such registration statement, prospectus or prospectus supplement, eachHolder of Registrable Securities shall forthwith discontinue disposition of Registrable Securitiesuntil termination of such Scheduled Black-out Period or until such Holder has received copies of asupplemented or amended prospectus or prospectus supplement, or until such Holder is advised inwriting by the Company that the use of the prospectus and, if applicable the prospectus supplementmay be resumed. The total number of days that any such suspension may be in effect in any 180 dayperiod shall not exceed 45 days.     **2.5 Termination of Registration Rights.**     A Holder’s registration rights as to any securities held by such Holder (and its Affiliates,partners, members and former members) shall not be available unless such securities are RegistrableSecurities.     **2.6 Free Writing Prospectuses.**     No Holder shall use any free writing prospectus (as defined in Rule 405) in connection withthe sale of Registrable Securities without the prior written consent of the Company.     **2.7 Indemnification.**          **(a)**To the extent permitted by law, the Company agrees to indemnify each Holder, eachAffiliate of such Holder and their respective directors, officers, members, managers, employees,agents, representatives and Affiliates (each, an “***Indemnitee***”), against any and all Losses, jointor several, arising out of or based upon any untrue statement or alleged untrue statement ofmaterial fact contained in any registration statement, including any preliminary prospectus orfinal prospectus contained therein or any amendments or supplements thereto or any documentsincorporated therein by reference or contained in any free writing prospectus (as such term isdefined in Rule 405) prepared by the Company or authorized by it in writing for use by such Holder(or any amendment or supplement thereto); or any omission to state therein a material fact requiredto be stated therein or necessary to make the statements therein, in light of the circumstancesunder which they were made, not misleading; *provided*, that the Company shall not be liable to suchIndemnitee in any such case to the extent that any such loss, claim, damage, liability (or actionor proceeding in respect thereof) or expense arises out of or is based upon an untrue statement oromission made in such registration statement, including any such preliminary prospectus or finalprospectus contained therein or any such amendments
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or supplements thereto or contained in any free writing prospectus (as such term is defined in Rule405) prepared by the Company or authorized by it in writing for use by such Holder (or anyamendment or supplement thereto) in reliance upon and in conformity with information regarding suchIndemnitee or its plan of distribution or ownership interests which was furnished in writing to theCompany by such Indemnitee for use in connection with such registration statement, including anysuch preliminary prospectus or final prospectus contained therein or any such amendments orsupplements thereto.          **(b)**If the indemnification provided for in Section 2.7(a) is unavailable to an Indemnitee withrespect to any Losses or is insufficient to hold the Indemnitee harmless as contemplated therein,then the Company, in lieu of indemnifying such Indemnitee, shall contribute to the amount paid orpayable by such Indemnitee as a result of such Losses in such proportion as is appropriate toreflect the relative fault of the Indemnitee, on the one hand, and the Company, on the other hand,in connection with the statements or omissions which resulted in such Losses as well as any otherrelevant equitable considerations. The relative fault of the Company, on the one hand, and of theIndemnitee, on the other hand, shall be determined by reference to, among other factors, whetherthe untrue statement of a material fact or omission to state a material fact relates to informationsupplied by the Company or by the Indemnitee and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission; the Company and eachHolder agree that it would not be just and equitable if contribution pursuant to this Section2.7(b) were determined by *pro rata*allocation or by any other method of allocation that does nottake account of the equitable considerations referred to in Section 2.7(a). No Indemnitee guilty offraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall beentitled to contribution from the Company if the Company was not guilty of such fraudulentmisrepresentation.     **2.8 Assignment of Registration Rights.**     The rights of a Holder to registration of Registrable Securities pursuant to Section 2 may beassigned by such Holder to a transferee or assignee of Registrable Securities; *provided*, *however*,that the transferor shall, within ten (10) days after such transfer, furnish to the Company writtennotice of the name and address of such transferee or assignee and the number and type ofRegistrable Securities that are being assigned.     **2.9 Rule 144; Rule 144A Reporting.**     With a view to making available to the Shareholders and other Holders the benefits of certainrules and regulations of the SEC which may permit the sale of the Registrable Securities to thepublic without registration, the Company agrees to use its reasonable best efforts to:          **(a)**make and keep public information available, as those terms are understood and defined inRule 144(c)(1) or any similar or analogous rule promulgated under the Securities Act, at all timesafter the effective date of this Agreement;          **(b)**file with the SEC, in a timely manner, all reports and other documents required of theCompany under the Exchange Act, and if at any time the Company is not required to file suchreports, make available, upon the request of any Holder, such information
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necessary to permit sales pursuant to Rule 144A (including the information required by Rule144A(d)(4) and the Securities Act);          **(c)**so long as any Shareholders or other Holders own any Registrable Securities, furnish tothe Shareholders or such other Holders forthwith upon request: a written statement by the Companyas to its compliance with the reporting requirements of Rule 144 under the Securities Act, and ofthe Exchange Act; a copy of the most recent annual or quarterly report of the Company; and suchother reports and documents as the Shareholders or other Holders may reasonably request in availingitself of any rule or regulation of the SEC allowing it to sell any such securities withoutregistration; and          **(d)**take such further action as any Holder may reasonably request, all to the extent requiredfrom time to time to enable such Holder to sell Registrable Securities without registration underthe Securities Act.     **2.10 Forfeiture.**     At any time, any Holder may elect in writing to forfeit its rights set forth in this Section 2from that date forward; *provided*, that a Holder forfeiting such rights shall nonetheless beentitled to participate under Section 2.1 in any Pending Underwritten Offering to the same extentthat such Holder would have been entitled to if the Holder had not withdrawn; and *provided*,*further*, that no such forfeiture shall terminate a Holder’s rights or obligations under Section 2.7with respect to any prior registration or Pending Underwritten Offering. “***Pending UnderwrittenOffering***” means, with respect to any Holder forfeiting its rights pursuant to this Section 2.10,any underwritten offering of Registrable Securities in which such Holder has advised the Company ofits intent to register its Registrable Securities either pursuant to Section 2.1(a) or Section2.1(c) prior to the date of such Holder’s forfeiture.**SECTION 3****MISCELLANEOUS**     **3.1 Governing Law.**This Agreement shall be governed by, and construed in accordance with, thesubstantive laws of the State of New York, without regard to New York choice of law rules. Anydispute arising out of or in connection with this Agreement shall be referred to the Hong KongInternational Arbitration Centre in Hong Kong. The arbitration proceedings shall be conducted inEnglish pursuant to the Arbitration Rules of the United Nations Commission on International TradeLaw, as currently in effect and a decision rendered by the arbitral tribunal in such proceedingsshall be final and binding on the Parties. All rights to apply or appeal to any court on apreliminary or other point of law are excluded; *provided, however*, that nothing herein shall limitthe ability of a Party to seek specific performance or interim injunctive relief in any court ofcompetent jurisdiction.     **3.2 Waiver of Jury Trial.**EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALLRIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TOTHIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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     **3.3 Successors and Assigns.**Except as otherwise expressly provided herein, the provisionshereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs,executors and administrators of the parties hereto.     **3.4 Entire Agreements Amendment; Waiver.**This Agreement constitutes the full and entireunderstanding and agreement among the parties with regard to the subjects hereof. Neither thisAgreement nor any term hereof may be amended, waived, discharged or terminated, except by a writteninstrument signed by the Company and the Holders of two-thirds of the Registrable Securities andeach Holder of at least 10% of the Company’s securities; provided, that no amendment shall by itsterms diminish or negatively affect a Holders’ rights in a manner differently from any other Holderwithout such Holder’s consent. Any such amendment, waiver, discharge or termination shall bebinding on all the Holders of Registrable Securities, but in no event shall the obligation of anyHolder of Registrable Securities hereunder be materially increased, except upon the written consentof such Holder of Registrable Securities.     **3.5 Additional Parties.**Any person that acquires Registrable Securities pursuant to the termsof this Agreement and upon execution of a signature page to this Agreement shall be deemed a Holderhereunder. The addition of such other Holders shall not be deemed an amendment under Section 3.4 ofthis Agreement and no approval of any existing Shareholder or party to this Agreement other thanthe Company shall be required to effect such action. All Shareholders consent to the provisions ofthis Section 3.5.     **3.6 Notices, Etc.**All notices and other communications hereunder shall be in writing and shallbe deemed duly given (i) on the date of delivery if delivered personally, or if by facsimile, uponwritten confirmation of receipt by facsimile, e-mail or otherwise, (ii) on the first(1st) business day following the date of dispatch if delivered utilizing a next-dayservice by a recognized next-day courier service or (iii) on the earlier of confirmed receipt orthe fifth (5th) business day following the date of mailing if delivered by registered orcertified mail, return receipt requested, postage prepaid. All notices hereunder shall bedelivered, (x) if to a Holder, as indicated on the signature page attached hereto, or at such otheraddress as such Holder or permitted assignee shall have furnished to the Company in writing, or (y)if to the Company, at Skadden, Arps, Slate, Meagher & Flom, 42/F, Edinburgh Tower, The Landmark, 15Queen’s Road Central, Hong Kong, Attention: Julie Gao, or at such other address as the Companyshall have furnished to each Holder in writing.     **3.7 Delays or Omissions.**No failure or delay of any party in exercising any right or remedyhereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any suchright or power, or any abandonment or discontinuance of steps to enforce such right or power, orany course of conduct, preclude any other or further exercise thereof or the exercise of any otherright or power. The rights and remedies of the parties hereunder are cumulative and are notexclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on thepart of any party to any such waiver shall be valid only if set forth in a written instrumentexecuted and delivered by a duly authorized officer on behalf of such party.     **3.8 Rights; Separability.**Unless otherwise expressly provided herein, a Holder’s rightshereunder are several rights, not rights jointly held with any of the other Holder. In case anyprovision of the Agreement shall be invalid, illegal or unenforceable, the validity, legality
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and enforceability of the remaining provisions shall not in any way be affected or impairedthereby.     **3.9 Information Confidential.**Each Holder acknowledges that the information received by thempursuant hereto is confidential and for its use only on behalf of the Company, and it will not usesuch confidential information in violation of the Exchange Act or reproduce, disclose ordisseminate such information to any other person (other than its partners, parent, subsidiaries,employees or agents having a need to know the contents of such information, and its attorneys),except in connection with the exercise of rights under this Agreement, unless the Company or someother party other than the Holder has made such information available to the public generally, orsuch Holder is required to disclose such information by a governmental body (or order thereof) orpursuant to any law, statute, rule or regulation.     **3.10 Expenses.**If any action at law or in equity is necessary to enforce or interpret theterms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees,costs and necessary disbursements in addition to any other relief to which such party may beentitled.     **3.11 Legend on Certificates.**Each certificate representing any Registrable Securities shall beendorsed by the Company with a legend reading substantially as follows:“The Shares evidenced hereby are subject to a Registration RightsAgreement by and among the Company and the Holders (as defined therein)(the “Agreement”) (a copy of which may be obtained upon written requestfrom the issuer), and by accepting any interest in such Shares the personaccepting such interest shall be deemed to agree to and shall becomebound by all the provisions of the Agreement.”     **3.12 Captions.**The article, section, paragraph and clause captions herein are for convenienceof reference only, do not constitute part of this Agreement and will not be deemed to limit orotherwise affect any of the provisions hereof.     **3.13 Counterparts; Facsimile.**This Agreement may be executed by facsimile and in any number ofcounterparts, each of which shall be an original, but all of which together shall constitute oneinstrument. Such facsimile signatures shall be deemed original signatures for all purposes.*[Signatures Begin On Next Page]*
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     **IN WITNESS WHEREOF**, the parties have executed this Agreement as of the date and year, firstabove written.     **VISIONCHINA MEDIA INC.** ** **     By: /s/ Limin Li        Name: Limin Li   Title: Chief Executive Officer        **FRONT LEAD INVESTMENTS LIMITED**       By: /s/ Limin Li        Name: Limin Li   Title:    
 

 
     **FOCUS MEDIA HOLDING LIMITED** ** **     By: /s/ Jason Nanchun Jiang        Name: Jason Nanchun Jiang   Title: Chief Executive Officer        **JJ MEDIA INVESTMENT HOLDING LIMITED**       By: /s/ Jason Nanchun Jiang        Name: Jason Nanchun Jiang   Title: Director