TABLEOF CONTENTS         Page     ARTICLE IISSUANCE AND SUBSCRIPTION   1     Section 1.1          Issuance and Subscription   1Section 1.2          Closing   1     ARTICLE IIREPRESENTATIONS AND WARRANTIES OF THE COMPANY   1     ARTICLE IIIREPRESENTATIONS AND WARRANTIES OF THE INVESTOR   2     Section 3.1           Organization; Power   2Section 3.2           Authorization; Enforceability   2Section 3.3           Consents; No Conflicts   2Section 3.4           Investment Representations   2Section 3.5           No Reliance   3     ARTICLE IVAGREEMENTS   3     Section 4.1           Limitations on Transfer   3Section 4.2           Further Assurances   4Section 4.3           Board Representation   4     ARTICLE VCONDITIONS PRECEDENT   5     Section 5.1           Conditions Precedent to the Obligations of the Parties   5     ARTICLE VISURVIVAL OF REPRESENTATIONS; INDEMNIFICATION   5     Section 6.1           Survival of Representations and Warranties   5Section 6.2           Indemnification   5     ARTICLE VIIMISCELLANEOUS   5     Section 7.1          Restrictive Legends   5Section 7.2           Governing Law; Consent to Jurisdiction; Related Matters   6Section 7.3           Successors and Assigns; Assignment   6Section 7.4           Entire Agreement; Supersedes Prior Agreement   6Section 7.5           Severability   7Section 7.6           Amendment and Waiver   7Section 7.7           Enforcement   7Section 7.8           Delays or Omissions   7
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         Page     Section 7.9             Notices   7Section 7.10           Expenses   8Section 7.11           Titles and Subtitles   8Section 7.12           Termination   8Section 7.13           Public Announcements   8Section 7.14           Counterparts; Execution by Facsimile Signature   8
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**SUBSCRIPTION AGREEMENT**          This SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of September 23,2009, between Focus Media Holding Limited, a Cayman Islands company (the “Company”), and JJMedia Investment Holding Ltd., a British Virgin Islands company (the “Investor”).BACKGROUND          The Investor desires to subscribe for and purchase, and the Company desires to issue and sell,an aggregate of 75,000,000 new ordinary shares of par value US$0.00005 per share of the Company(“Shares”), on the following terms and conditions:ARTICLEIISSUANCE AND SUBSCRIPTION          SECTION 1.1 Issuance and Subscription. Subject to the terms and conditions hereof,the Company agrees to issue to the Investor, and the Investor agrees to subscribe for 75,000,000Shares at a subscription price of US$1.899 per share (representing the average closing sale priceof the Shares during the twenty consecutive trading day period immediately preceding the datehereof) for an aggregate amount of US$142,425,000 (the “Subscription Sum”). The Sharesissued by the Company and subscribed for by the Investor pursuant to this Agreement are referred toas the “Subscription Shares”.          SECTION 1.2 Closing. Subject to the terms and conditions of this Agreement, theissuance and subscription of the Subscription Shares shall take place at a closing (the“Closing”) on October 30, 2009, or on such other date as the Company and the Investor maymutually agree upon in writing (the “Closing Date”). At the Closing:     (a) The Investor shall pay to the Company the Subscription Sum by wire transfer ofimmediately available funds in U.S. dollars to the account designated by the Company on Schedule1.2 hereto;     (b) The Company shall deliver to the Investor one or more certificates representing the dulyauthorized and validly issued Subscription Shares, registered in the name of the Investor; and     (c) The Company shall cause its register of members to be updated to reflect theSubscription Shares purchased by the Investors.ARTICLEIIREPRESENTATIONS AND WARRANTIES OF THE COMPANY          The Company hereby represents and warrants to the Investor that (i) the Company has allnecessary corporate power and authority to enter into this Agreement and to consummate thetransactions contemplated hereby, (ii) this Agreement has been duly authorized, executed anddelivered by the Company and, assuming due authorization, execution and delivery by the
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Investor,constitutes a valid and binding obligation of the Company, enforceable against the Company inaccordance with its terms, except as such enforceability may be limited by (A) bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to oraffecting creditors’ rights generally and by general principles of equity and (B) the applicabilityof the federal and state securities laws and public policy as to the enforceability of theindemnification provisions of this Agreement and (iii) the Subscription Shares have been dulyauthorized and, when so issued and paid for in accordance with this Agreement, will have beenvalidly issued, fully paid and non-assessable and will not be subject to any preemptive or similarrights, restriction on voting rights or other liens, in each case other than as expressly set forthin this Agreement.ARTICLEIIIREPRESENTATIONS AND WARRANTIES OF THE INVESTOR          The Investor hereby represents and warrants to the Company that:          SECTION 3.1 Organization; Power. The Investor is duly organized, validly existing andin good standing under the laws of the jurisdiction of its organization and has all power andauthority to enter into and perform its obligations under this Agreement.          SECTION 3.2 Authorization; Enforceability. This Agreement has been duly authorized,executed and delivered by the Investor and, assuming due authorization, execution and delivery bythe Company, constitutes a valid and binding obligation of the Investor, enforceable against theInvestor in accordance with its terms, except as such enforceability may be limited by bankruptcy,insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to oraffecting creditors’ rights generally and by general principles of equity.          SECTION 3.3 Consents; No Conflicts.     (a) No governmental approval is required to be obtained by the Investor in connection withthe execution, delivery and performance of this Agreement and the consummation of the transactionscontemplated hereby.     (b) The execution, delivery and performance of this Agreement and the consummation of thetransactions contemplated thereby will not conflict with, or result in any violation of ordefault (with or without notice or lapse of time, or both) under, or give rise to any third partyrights under (i) the constitutional documents of the Investor; (ii) any law orgovernmental approval applicable to the Investor; or (iii) any agreement or instrumentapplicable to the Investor or any of its properties or assets.     (c) The Investor has paid or shall have paid by any applicable due date any securitiestransaction tax or similar stamp, tax or duty on the Subscription Shares.          SECTION 3.4 Investment Representations.     (a) The Investor is acquiring the Subscription Shares solely for its own account forinvestment purposes and not with a view to, or for offer, sale or resale in connection with, thedistribution or other disposition thereof in violation of any applicable laws.
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     (b) The Investor acknowledges that the Subscription Shares have not been and may not beregistered under the US Securities Act of 1933, as amended (the “Act”), or under thesecurities laws of any state of the United States or other jurisdictions within or outside of theUnited States, by reason of a specific exemption therefrom, and that the Company is relying onthe truth and accuracy of, and the Investor’s compliance with, the representations and warrantiesand agreements of the Investor set forth herein to determine the availability of such exemptionsand the eligibility of the Investor to acquire such Subscription Shares, including, but notlimited to, the bona fide nature of the Investor’s investment intent as expressed herein.     (c) The Investor acknowledges and agrees that, without prejudice to Section 4.1, theSubscription Shares must be held indefinitely unless the Subscription Shares are subsequentlyregistered under the Act or an exemption from such registration is available. The Investorunderstands that the certificates evidencing the Subscription Shares will be imprinted with alegend which prohibits the transfer of the Subscription Shares unless the Subscription Shares areregistered or such registration is not required in the opinion of counsel for the Company.     (d) The Investor is an “accredited investor” as that term is defined in Rule 501 ofRegulation D promulgated by the U.S. Securities Exchange Commission (“SEC”) under theAct.     (e) The Investor has such knowledge and expertise in financial and business matters, knowsof the high degree of risk associated with investments generally and particularly investments inthe securities of companies, is capable of evaluating the merits and risks of an investment inthe Subscription Shares, and is able to bear the economic risk of an investment in theSubscription Shares in the amount contemplated hereunder. The Investor has adequate means ofproviding for its current financial needs and contingencies and will have no current oranticipated future needs for liquidity which would be jeopardized by the investment in theSubscription Shares. The Investor can afford a complete loss of its investment in theSubscription Shares.     (f) Neither the Investor nor any of its directors, officers and shareholders is inpossession of material non-public information that is not otherwise in the possession of theboard of directors of the Company (who are not directors, officers or shareholders of theInvestor).          SECTION 3.5 No Reliance. Except as set forth in this Agreement, the Company makes noother representations or warranties, express or implied, oral or written, in connection with thetransactions contemplated hereby.ARTICLEIVAGREEMENTS          SECTION 4.1  Limitations on Transfer.     (a) Notwithstanding anything to the contrary contained herein, without the prior writtenconsent of a majority of the disinterested members of the board of directors of the Company, fromthe Closing Date until April 30, 2010 (the “Lock-up Period”), the Investor shall
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not sell, assign, transfer, mortgage, alienate, pledge, hypothecate, create or permit to exist asecurity interest in or lien on, place in trust or in any other way encumber or otherwise disposeof any Subscription Shares or any interest therein.     (b) After the expiration of the Lock-up Period, in the event that the Subscription Shareshave not been registered for resale under applicable securities laws, prior to any proposedtransfer of the Subscription Shares, the Investor shall give written notice to the board ofdirectors of the Company expressing its desire to effect such transfer and describing briefly theproposed transfer. Upon receiving such notice, the board of directors may present copies thereofto its counsel. The Investor shall not make any disposition of any Subscription Shares unlessand until (i) there is then in effect a registration statement under the Act covering suchtransfer and such transfer is made in accordance with such registration statement or (ii) ifreasonably requested by the Company, the Investor shall have furnished to the Company an opinionof counsel reasonably satisfactory to the Company that such disposition will not requireregistration under the Act.          SECTION 4.2 Further Assurances.     (a) The Company shall promptly prepare and submit to The Nasdaq Stock Market, Inc. a listingapplication covering the Subscription Shares and shall use its reasonable efforts to obtain,prior to the Closing, approval for the listing of the Subscription Shares on the NASDAQ GlobalSelect Market, subject to official notice of issuance to The Nasdaq Stock Market, Inc. TheInvestor shall fully cooperate with the Company with respect to such application.     The Company shall disclose in its subsequent annual report on Form 20-F or, no later thanthe date on which its subsequent annual report on Form 20-F is required to be filed, in Englishon its corporate website, that it does not follow the requirement of NASDAQ Listing Rule 4350(i)and include a brief statement of the Cayman Islands practice it follows in lieu of thatrequirement. If the Company provides the disclosure only on its website, it shall state so inits annual report on Form 20-F and provide the web address at which the information may beobtained.     Prior to the Closing, the Company will submit to The NASDAQ Stock Market, Inc. a writtenstatement from a Cayman Islands counsel certifying that the Company’s practices, including inparticular practices not in compliance with the matters described in NASDAQ Listing Rule 4350(i),are not prohibited by the laws of the Cayman Islands.     (b) Each party hereto shall do and perform or cause to be done and performed all furtheracts and shall execute and deliver all other agreements, certificates, instruments and documentsas the other party hereto reasonably may request in order to carry out the intent and accomplishthe purposes of this Agreement and the consummation of the transactions contemplated hereby.          SECTION 4.3 Board Representation. After the Closing, the percentage of seats on theCompany’s board of directors with respect to which the Investor will have nomination rights willnot be less than the percentage of outstanding share capital owned by the Investor from time to
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time. The director(s) nominated by the Investor to the board of directors of the Company (the“Board Designees”) shall be subject to the policies and requirements of the Company and itsboard of directors, including the Company’s Code of Ethics in a manner consistent with theapplication of such requirements to other members of the board of directors. The Company shallindemnify the Board Designees and provide the Board Designees with director and officer insuranceto the same extent it indemnifies and provides insurance for the other members of the board ofdirectors pursuant to its organizational documents, applicable law or otherwise.ARTICLEVCONDITIONS PRECEDENT          SECTION 5.1 Conditions Precedent to the Obligations of the Parties. The obligationsof each party to consummate the transactions contemplated by this Agreement are subject to thesatisfaction or waiver of the following conditions:     (a) No provision of any applicable law and no judgment, injunction, order or decree of agovernmental authority shall prohibit or restrain the consummation of the Closing.     (b) (i) The representations of warranties of the other party shall have been true andcorrect when made and shall be true and correct as of the Closing with the same force and effectas if made as of the Closing and (ii) the covenants and agreements contained in thisAgreement to be complied with by the other party on or before the Closing shall have beencomplied with in all material respects.ARTICLEVISURVIVAL OF REPRESENTATIONS; INDEMNIFICATION          SECTION 6.1 Survival of Representations and Warranties. The representations andwarranties contained in ARTICLE III shall survive the Closing.          SECTION 6.2 Indemnification. The Investor hereby agrees to indemnify and hold harmless theCompany and the Company’s officers, directors, employees, agents, representatives and attorneys(other than any such person who is and officer, director or shareholder of the Investor) againstany and all losses, claims, demands, liabilities and expenses (including reasonable legal or otherexpenses incurred by each such person in connection with defending or investigating any such claimsor liabilities, whether or not resulting in any liability to such person or whether incurred by theindemnified party in any action or proceeding between the indemnifying party and indemnified partyor between the indemnified party and any third party) to which any such indemnified party maybecome subject, insofar as such losses, claims, demands, liabilities and expenses (a) arise out ofor are based upon any untrue statement or alleged untrue statement of a material fact made by theInvestor and contained herein, or (b) arise out of or are based upon any breach by Investor of anyrepresentation, warranty or agreement made by the Investor contained herein.ARTICLEVIIMISCELLANEOUS          SECTION 7.1 Restrictive Legends. All certificates representing the SubscriptionShares shall have endorsed thereon legends in substantially the following forms (in addition to anyother legend which may be required by other agreements between the parties hereto):
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     (a) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THESECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED ORHYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDERSAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOTREQUIRED.”     (b) “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE ASSIGNED, HYPOTHECATED,DONATED, ENCUMBERED, SOLD,TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH THAT CERTAIN SUBSCRIPTIONAGREEMENT DATED SEPTEMBER 23, 2009, A COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OFTHE COMPANY.”     (c) Any legend required by appropriate blue sky officials.          SECTION 7.2 Governing Law; Consent to Jurisdiction; Related Matters. (a) ThisAgreement shall be governed in all respects by law of the State of New York.          (b) Each of the parties hereto irrevocably and unconditionally consents to the jurisdiction ofthe federal courts situated in the State of New York to resolve all disputes, claims orcontroversies arising out of or relating to this Agreement or the negotiation, breach, validity orperformance hereof or the transactions contemplated hereby.          (c) Each of the parties to this Agreement irrevocably consents to the service of process inany action or proceeding hereunder by the mailing of copies of the notice, summons and/or complaintby registered or certified airmail, postage prepaid, to the address specified in Section 7.9hereof. The foregoing shall not limit the rights of any party to this Agreement to serve process inany other manner permitted by law or to obtain execution of judgment in any other jurisdiction.          (d) THE PARTIES AGREE TO WAIVE ANY AND ALL RIGHTS THAT THEY MAY HAVE TO A JURY TRIAL WITHRESPECT TO DISPUTES ARISING OUT OF THIS AGREEMENT.          SECTION 7.3 Successors and Assigns; Assignment. This Agreement and the rights andobligations hereunder shall not be assignable or transferable by any party without the priorwritten consent of the other party hereto. Any attempted assignment in violation of this Section7.3 shall be void.          SECTION 7.4 Entire Agreement; Supersedes Prior Agreement. This Agreement constitutesthe full and entire understanding and agreement between the parties with regard to the subjectshereof and no party shall be liable or bound to any other in any manner by any representations,warranties, covenants and agreements except as specifically set forth herein.
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          SECTION 7.5 Severability. In case any provision of this Agreement shall be invalid,illegal or unenforceable, the validity, legality and enforceability of the remaining provisionsshall not in any way be affected or impaired thereby.          SECTION 7.6 Amendment and Waiver. This Agreement may only be amended or modified, and the rights of the Company or theInvestor, respectively, hereunder may only be waived, in a writing signed by the Company and theInvestor.          SECTION 7.7 Enforcement. Each party hereto acknowledges that money damages would notbe an adequate remedy in the event that any of the covenants or agreements in this Agreement arenot performed in accordance with its terms, and it is therefore agreed that in addition to andwithout limiting any other remedy or right it may have, in accordance with Section 7.2, apply to acourt of competent jurisdiction for such equitable relief as such court may deem just and proper inorder to enforce this Agreement or prevent any violation of its terms and each party waives anyobjection to the imposition of relief of an equitable nature if warranted.          SECTION 7.8 Delays or Omissions. No delay or omission to exercise any right, power orremedy accruing to any party, upon any breach, default or noncompliance by another party under thisAgreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiverof any such breach, default or noncompliance, or any acquiescence therein, or of or in any similarbreach, default or noncompliance thereafter occurring.          SECTION 7.9 Notices. All notices and other communications hereunder shall be inwriting and shall be deemed to have been duly given, if delivered personally, by facsimile or sentby first class mail, postage prepaid, as follows: (a) If to the Company, to:    28-30 Floor