##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Amendment
No. 1 to
 FORM 20-F
 (Mark One)
 o
    
    Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
 or
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the
fiscal year ended December 31, 2009.
 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period from  to
 o
    
    Shell company report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 Commission file number 001-
 Focus Media Holding Limited
 (Exact Name of Registrant as Specified in Its Charter)
 Cayman Islands
(Jurisdiction of Incorporation or Organization)
 Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
(Address of Principal Executive Offices)
 Contact Person: Mr. Alex Deyi Yang
Acting Chief Financial Officer
Phone: +852 3752-8009
Facsimile: +852-3583-0082
Address: Unit No.1, 20th Floor, The Centrium
60 Wyndham Street, Central, Hong Kong
*(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredOrdinary Shares, par value US$0.00005 per share
    
    Nasdaq Global Market
  (Title of Class)
  (Title of Class)
  725,278,005 Ordinary Shares
   þ o
  o þ
   þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  þ
 o
  o þ
  o þ
 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS.)
  o o




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TABLE OF CONTENTS  ITEM 3.DKEY INFORMATIONRISK FACTORSRISKS RELATING TO OUR ADSS AND OUR TRADING MARKETSITEM 6.B-DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESCOMPENSATIONITEM 16G. CORPORATE GOVERNANCEITEM 19. EXHIBITSSIGNATURESEX-12.1EX-12.2EX-13.1EX-13.2    Table of Contents  Explanatory Note
   
 ITEM 3.DKEY INFORMATIONRISK FACTORSRISKS RELATING TO OUR ADSS AND OUR TRADING MARKETS
 Risks Relating to Our ADSs and Our Trading Markets
 The price of our ADSs has been volatile and may continue to be volatile, which may make it
difficult for holders to resell the ADSs when desired or at attractive prices.
   As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain
Nasdaq corporate governance standards applicable to U.S. issuers, including the requirement for
shareholder approval for the issuance of shares to officers or directors in a private placement at
a price less than market value of the shares, which is considered a form of equity compensation.
This may afford less protection to holders of our ordinary shares and ADSs.
  1




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##### Table of Contents



We have in the past failed to comply with Nasdaq Listing Rules, including the timely filing of our
annual report and maintaining a majority of independent directors on our board of directors.
   A significant percentage of our outstanding ordinary shares is beneficially owned by JJ Media
Investment Holding Limited, an entity owned by Jason Nanchun Jiang, our founder, chairman and chief
executive officer, and as a result, he may have significantly greater influence on us and our
corporate actions by nature of the size of his shareholdings relative to our public shareholders.
  Anti-takeover provisions in our charter documents may discourage any hostile acquisition attempt by
a third party, which could limit our shareholders opportunity to sell their shares at a premium.
 2




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##### Table of Contents



We are a Cayman Islands company and, because judicial precedent regarding the rights of
shareholders is more limited under Cayman Islands law than under U.S. law, you may have less
protection of your shareholder rights than you would under U.S. law.
   Judgments obtained against us by our shareholders may not be enforceable.
  3




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##### Table of Contents



The voting rights of holders of ADSs are limited by the terms of the deposit agreement.
  The depositary for our ADSs will give us a discretionary proxy to vote our ordinary shares
underlying your ADSs if you do not vote at shareholders meetings, except in limited circumstances,
which could adversely affect your interests.
  
    
    we have failed to timely provide the depositary with our notice of meeting and related voting
materials;
    
    we have instructed the depositary that we do not wish a discretionary proxy to be given;
    
    we have informed the depositary that there is substantial opposition as to a matter to be
voted on at the meeting;
    
    a matter to be voted on at the meeting would have a material adverse impact on shareholders; or
    
    voting at the meeting is made on a show of hands.
  You may not receive distributions on our ordinary shares or any value for them if it is illegal or
impractical to make them available to you.
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##### Table of Contents



You may be subject to limitations on transfer of your ADSs.
  
 ITEM 6.B-DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESCOMPENSATION
  Share Option and Restricted Shares Plans
     5




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##### Table of Contents



Options granted to employees andnon-employees:
    
    2007
    
    
    2008
    
    
    2009Risk-free rate of return
    
    
    4.02% - 4.68
    %
    
    
    1.59%-3.2
    %
    
    
    0.87
    %Weighted average expected option life
    
    
    2 years
    
    
    
    2.5 to 4 years
    
    
    
    2.5 yearsVolatility rate
    
    
    50.61%-53.05
    %
    
    
    53%-68.88
    %
    
    
    88.32
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
      6




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##### Table of Contents



Number ofrestricted
    
    
    Exercise pershares issued
    
    
    ordinary share
    
    
    Date of grant
    
    
    Date of expiration(in U.S. dollars)Jason Nanchun Jiang
    
    
    19,500,000
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Fuming Zhuo
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Neil Nanpeng Shen
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Charles Cao
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Daqing Qi
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019David Ying Zhang
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Ying Wu
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Alex Deyi Yang
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019Kit Leong Low
    
    
    *
    
    
    $nil
    
    October 1, 2009
    
    September 30, 2019
 
 *
    
    Upon exercise of all options granted, would beneficially own less than
1% of our outstanding ordinary shares, assuming all of our outstanding
preference shares are converted into our ordinary shares. Other Share Issuances
  
 ITEM 16G. CORPORATE GOVERNANCE
  
    
    Under Nasdaq Listing Rule 5635(c), shareholder approval is required prior to the
issuance of securities when a stock option or purchase plan is to be established or
materially amended or other equity compensation arrangement made or materially amended,
pursuant to which stock may be acquired by officers, directors, employees, or consultants,
subject to certain exceptions. This includes the issuance of shares to officers or
directors in a private placement at a price less than market value, which is considered a
form of equity compensation. The corporate governance practice in our home country, the
Cayman Islands, does not require shareholder approval for the issuance of shares in a
private placement at a price less than the greater of book value and market value,
provided that the directors consider the issue price represents fair value for the shares
being issued. We currently rely upon the relevant home country exemption in lieu of the
requirement for shareholder approval of share issuances to officers or directors in
private placements at a price less than the market value of the shares.
 7




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##### Table of Contents



ITEM 19. EXHIBITS
 ExhibitNumber
    
    Description of Exhibits3.1*
    
    Amended and Restated Memorandum and Articles of Association of Focus Media Holding Limited.4.1*
    
    Specimen Ordinary Share Certificate.4.2*
    
    Amended and Restated Shareholders Agreement of Focus Media Holding Limited, dated December
2, 2004, among Focus Media Holding Limited, its subsidiaries, its ordinary shareholders,
its preferred shareholders and the investors named therein.4.3*
    
    Deposit Agreement dated July 18, 2005 among the Registrant, Citibank, N.A. and holders of
the American Depositary Receipts (incorporated by reference to the registration statement
on Form F-6 (File No. 333-126011) filed with the Securities and Exchange Commission with
respect to American Depositary Shares representing ordinary shares).5.1*
    
    Form of opinion of Conyers Dill & Pearman, Cayman Islands special counsel to the
registrant, regarding the validity of the ordinary shares being registered.5.2*
    
    Form of opinion of Global Law Office, counsel as to PRC law to the registrant, regarding
the validity of (i) the corporate structure of Focus Media Technology (Shanghai) Co., Ltd.
and Shanghai Focus Media Advertisement Co., Ltd. and contractual arrangements among Focus
Media Technology (Shanghai) Co., Ltd., Shanghai Focus Media Advertisement Co., Ltd. and its
subsidiaries, Jason Nanchun Jiang and Jimmy Wei Yu, (ii) the corporate structure of
Framedia Investment and Shanghai Framedia Advertisement Development Co., Ltd. and
contractual arrangements among Framedia Investment and Shanghai Framedia Advertisement
Development Co., Ltd. and its subsidiaries, Jason Nanchun Jiang and Jimmy Wei Yu and (iii)
the corporate structure of Shanghai Focus Media Advertisement Co., Ltd., Shanghai Focus
Media Advertising Agency Co., Ltd., Beijing Dotad Technology Co., Ltd., Beijing Focus Media
Wireless Technology Co., Ltd., Jason Nanchun Jiang and Jimmy Wei Yu.8.1*
    
    Form of opinion of Conyers Dill & Pearman, special Cayman Islands tax counsel to the
registrant, regarding tax matters.
 8




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.1*
    
    Rules of the 2003 Employee Share Option Scheme and form of grant letter.10.2*
    
    Technology License and Service Agreement, dated March 28, 2005, by and among Focus Media
Digital Information Technology (Shanghai) Co., Ltd., Shanghai Focus Media Advertisements
Co., Ltd. and the subsidiaries of Shanghai Focus Media Advertisement Co., Ltd.10.3*
    
    Business Cooperation Agreement, dated March 28, 2005, by and among Shanghai Focus Media
Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd. and the
subsidiaries of Shanghai Focus Media Advertisement Co., Ltd.10.4*
    
    Equity Pledge Agreement, dated March 28, 2005, by and among Jason Nanchun Jiang, Jimmy Wei
Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology (Shanghai) Co.,
Ltd., Focus Media Digital Information Technology (Shanghai) Co., Ltd. and the subsidiaries
of Shanghai Focus Media Advertisement Co., Ltd.10.5*
    
    Call Option Agreement, dated March 28, 2005, among Jason Nanchun Jiang, Jimmy Wei Yu,
Shanghai Focus Media Advertisement Co., Ltd. and Focus Media Technology (Shanghai) Co.,
Ltd.10.6*
    
    Shareholders Voting Rights Proxy Agreement, dated March 28, 2005, among Jason Nanchun
Jiang, Jimmy Wei Yu, Shanghai Focus Media Advertisement Co., Ltd., Focus Media Technology
(Shanghai) Co., Ltd. and the subsidiaries of Shanghai Focus Media Advertisement Co., Ltd.10.7*
    
    Trust Agreement, dated March 28, 2005, by and between Shanghai Focus Media Advertisement
Co., Ltd. and Focus Media Technology (Shanghai) Co., Ltd.10.8*
    
    Trademark License Agreement, dated March 28, 2005, by and among Focus Media Technology
(Shanghai) Co., Ltd., Shanghai Focus Media Advertisement Co., Ltd. and its subsidiaries.10.9*
    
    Loan Agreement, dated June 10, 2003, among Focus Media Holding Limited, Jason Nanchun
Jiang, Jimmy Wei Yu, Yuanzhe Fu, Yibing Zhou and Yiqing Hou.10.10*
    
    Loan Agreement, dated March 28, 2005, by and between Jason Nanchun Jiang and Focus Media
Technology (Shanghai) Co., Ltd.10.11*
    
    Loan Agreement, dated March 28, 2005, by and among Jimmy Wei Yu, Focus Media Technology
(Shanghai) Co., Ltd. and Shanghai Focus Media Advertisement Co., Ltd.10.12*
    
    Form of Employment Agreement of Focus Media Technology (Shanghai) Co., Ltd.10.13*
    
    Manager Non-Competition Agreement entered into by Focus Media Holding Limited and Jason
Nanchun Jiang on November 29, 2004.10.14*
    
    Technology Transfer Agreement entered into by Jimmy Wei Yu and Focus Media Digital
Information (Shanghai) Co., Ltd., dated November 1, 2004.10.15*
    
    Asset and Business Acquisition Agreement between Shanghai Everease Communication Company
and Shanghai Focus Media Advertisement Co., Ltd. dated July 1, 2003.10.16*
    
    Everease Non-competition Agreement between Focus Media Holding Limited and Shanghai
Everease Communication Company, dated as of November 2004.10.17*
    
    Sales Contract between Shanghai Everease Communication Company and Shanghai Focus Media
Advertisement Co., Ltd., dated May 2003.
 9




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.18*
    
    Project Cooperation Framework Agreement between Shanghai Everease Communication Company and
Beijing Suodi Advertising Co., Ltd., dated February, April and June 2003.10.19*
    
    Transfer Agreement on Project Cooperation Framework Agreement between Shanghai Focus Media
Advertisement Co., Ltd. and Beijing Suodi Advertising Co., Ltd., dated August 28, 2003.10.20*
    
    Business Agency Agreement between Shanghai On-Target Advertising Co., Ltd. and Shanghai
Focus Media Advertisement Co., Ltd.10.21*
    
    Agreement between Shanghai On-Target Advertising Co., Ltd., Jimmy Wei Yu, Shanghai Focus
Media Advertisement Co., Ltd., Union Enterprise Holding Co., Ltd. and Shenlong Lin, dated
October 15, 2003.10.22*
    
    Acknowledgement Letter entered into as of March 28, 2005 by and among Shanghai Focus Media
Advertisement Co., Ltd., Focus Media Technology (Shanghai) Co., Ltd., Focus Media Digital
Information Technology (Shanghai) Co., Ltd. and subsidiaries of Shanghai Focus Media
Advertisement Co., Ltd.10.23*
    
    Share Option Plan 2005.10.24*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated January 13,
2006, of Shanghai Focus Media Advertisement Co., Ltd. and Fuzhou Fukesi Advertisement Co.,
Ltd.10.25*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated January 13,
2006, of Shanghai Focus Media Advertisement Co., Ltd. and Hefei Fukesi Advertisement Co.,
Ltd.10.26*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated January 13,
2006, of Shanghai Focus Media Co., Ltd. and Hefei Fukesi Advertisement Co., Ltd.10.27*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated January 13,
2006, of Shanghai Focus Media Advertisement Co., Ltd. and Shenyang Focus Media
Advertisement Co., Ltd.10.28*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated January 13,
2006, of Shanghai Focus Media Advertisement Co., Ltd. and Shenzhen Bianjie Building
Advertisement Co., Ltd.10.29*
    
    Acknowledgement Letter for Participation of Equity Pledge Agreement, dated January 13,
2006, of Shanghai Focus Media Co., Ltd. and Shenzhen Bianjie Building Advertisement Co.,
Ltd.10.30*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated January 13, 2006,
of Shanghai Focus Media Advertisement Co., Ltd. and Fuzhou Fukesi Advertisement Co., Ltd.10.31*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated January 13, 2006,
of Shanghai Focus Media Advertisement Co., Ltd. and Hefei Fukesi Advertisement Co., Ltd.10.32*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated January 13, 2006,
of Shanghai Focus Media Co., Ltd. and Hefei Fukesi Advertisement Co., Ltd.10.33*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated January 13, 2006,
of Shanghai Focus Media Advertisement Co., Ltd. and Shenyang Focus Media Advertisement Co.,
Ltd.10.34*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated January 13, 2006,
of Shanghai Focus Media Advertisement Co., Ltd. and Shenzhen Bianjie Building Advertisement
Co., Ltd.
 10




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.35*
    
    Acknowledgement Letter for Participation of Call Option Agreement, dated January 13, 2006,
of Shanghai Focus Media Co., Ltd. and Shenzhen Bianjie Building Advertisement Co., Ltd.10.36*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights Proxy Agreement,
dated January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and Fuzhou Fukesi
Advertisement Co., Ltd.10.37*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights Proxy Agreement,
dated January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and Hefei Fukesi
Advertisement Co., Ltd.10.38*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights Proxy Agreement,
dated January 13, 2006, of Shanghai Focus Media Co., Ltd. and Hefei Fukesi Advertisement
Co., Ltd.10.39*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights Proxy Agreement,
dated January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and Shenyang Focus
Media Advertisement Co., Ltd.10.40*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights Proxy Agreement,
dated January 13, 2006, of Shanghai Focus Media Advertisement Co., Ltd. and Shenzhen
Bianjie Building Advertisement Co., Ltd.10.41*
    
    Acknowledgement Letter for Participation of Shareholders Voting Rights Proxy Agreement,
dated January 13, 2006, of Shanghai Focus Media Co., Ltd. and Shenzhen Bianjie Building
Advertisement Co., Ltd.10.42*
    
    Equity Pledge Agreement, dated January 13, 2006, by and among Shanghai Focus Media
Advertisement Co., Ltd., Shanghai Focus Media Co., Ltd., Shanghai Framedia Investment
Consultancy Co., Ltd. and the Local Advertisement Companies named therein.10.43*
    
    Call Option Agreement, dated January 13, 2006, by and among Shanghai Focus Media
Advertisement Co., Ltd., Shanghai Focus Media Co., Ltd., Shanghai Framedia Investment
Consultancy Co., Ltd. and the Local Advertisement Companies named therein.10.44*
    
    Shareholders Voting Rights Proxy Agreement, dated January 13, 2006, by and among Shanghai
Focus Media Advertisement Co., Ltd., Shanghai Focus Media Co., Ltd., Shanghai Framedia
Investment Consultancy Co., Ltd. and the Local Advertisement Companies named therein.10.45*
    
    Equity Pledge Agreement, dated January 13, 2006, by and among Lei Liu, Yong Shi, Shanghai
Framedia Investment Consultancy Co., Ltd. and Guangdong Century Shenghuo Advertisement Co.,
Ltd.10.46*
    
    Call Option Agreement, dated January 13, 2006, by and among Lei Liu, Yong Shi, Shanghai
Framedia Investment Consultancy Co., Ltd. and Guangdong Century Shenghuo Advertisement Co.,
Ltd.10.47*
    
    Shareholders Voting Rights Proxy Agreement, dated January 13, 2006, by and among Lei Liu,
Yong Shi, Shanghai Framedia Investment Consultancy Co., Ltd. and Guangdong Century Shenghuo
Advertisement Co., Ltd.10.48*
    
    Share Purchase Agreement, dated October 15, 2005, as amended and supplemented, among Focus
Media Holding Limited, Infoachieve Limited, Total Team Investments Limited and the other
Infoachieve parties named therein.
 11




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.49*
    
    Share Purchase Agreement, dated as of January 7, 2006, among Focus Media Holding Limited,
Target Media Holdings Limited and Its Shareholders.10.50*
    
    Asset Transfer Agreement, dated December 31, 2005, by and between Focus Media Digital
Information Technology (Shanghai) Co., Ltd. and Shanghai New Focus Media Advertisement Co.,
Ltd.10.51*
    
    Share Purchase Agreement, dated March 7, 2006, by and among Focus Media Holding Limited and
Dotad Wireless Holdings Co., Ltd.10.52*
    
    Equity Pledge Agreement, dated May 22, 2006, by and among Shanghai Focus Media
Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd., Beijing Dotad
Technology Co., Ltd and Beijing Focus Media Wireless Co., Ltd.10.53*
    
    Call Option Agreement, dated May 22, 2006, by and among Shanghai Focus Media Advertisement
Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd., Beijing Dotad Technology Co.,
Ltd and Beijing Focus Media Wireless Co., Ltd.10.54*
    
    Shareholders Voting Rights Proxy Agreement, dated May 22, 2006, by and among Shanghai FocusMedia Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd., Beijing
Dotad Technology Co., Ltd and Beijing Focus Media Wireless Co., Ltd.10.55*
    
    Equity Pledge Agreement, dated May 22, 2006, by and among Shanghai Focus Media
Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd., Shanghai
Framedia Investment Consulting Co., Ltd. and Guandong Shiji Shenghuo Advertisement Co.,
Ltd.10.56*
    
    Call Option Agreement, dated May 22, 2006, by and among Shanghai Focus Media Advertisement
Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd., Shanghai Framedia Investment
Consulting Co., Ltd. and Guandong Shiji Shenghuo Advertisement Co., Ltd.10.57*
    
    Shareholders Voting Rights Proxy Agreement, dated May 22, 2006, by and among Shanghai
Focus Media Advertisement Co., Ltd., Shanghai Focus Media Advertising Agency Co., Ltd.,
Shanghai Framedia Investment Consulting Co., Ltd. and Guandong Shiji Shenghuo Advertisement
Co., Ltd.10.58*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shanghai New Focus Media Advertisement Co., Ltd.10.59*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shanghai New Focus Media Advertisement Co., Ltd.10.60*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shanghai New Focus Media Advertisement Co., Ltd.10.61*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shanghai New Focus Media Advertising Agency Co., Ltd.10.62*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shanghai New Focus Media Advertising Agency Co., Ltd.10.63*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shanghai New Focus Media Advertising Agency Co., Ltd.
 12




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.64*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shanghai Target Media Co., Ltd.10.65*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shanghai Target Media Co., Ltd.10.66*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shanghai Target Media Co., Ltd.10.67*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Dongguan Focus Media Advertisement Co., Ltd.10.68*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Dongguan Focus Media Advertisement Co., Ltd.10.69*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Dongguan Focus Media Advertisement Co., Ltd.10.70*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Fuzhou Fukesi Advertising Co., Ltd.10.71*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Fuzhou Fukesi Advertising Co., Ltd.10.72*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Fuzhou Fukesi Advertising Co., Ltd.10.73*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Hefei Fukesi Advertising Co., Ltd.10.74*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Hefei Fukesi Advertising Co., Ltd.10.75*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Hefei Fukesi Advertising Co., Ltd.10.76*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shanghai On-Target Advertisement Co., Ltd.10.77*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shanghai On-Target Advertisement Co., Ltd.10.78*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shanghai On-Target Advertisement Co., Ltd.10.79*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shanghai Jiefang Focus Media Advertisement Co., Ltd.10.80*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shanghai Jiefang Focus Media Advertisement Co., Ltd.10.81*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shanghai Jiefang Focus Media Advertisement Co., Ltd.
 13




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.82*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shanghai Perfect Media Advertising Agency Co., Ltd.10.83*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shanghai Perfect Media Advertising Agency Co., Ltd.10.84*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shanghai Perfect Media Advertising Agency Co., Ltd.10.85*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shenzhen E-Time Commercial Consulting Co., Ltd.10.86*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shenzhen E-Time Commercial Consulting Co., Ltd.10.87*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shenzhen E-Time Commercial Consulting Co., Ltd.10.88*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shenzhen Bianjie Building Advertisement Co., Ltd.10.89*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shenzhen Bianjie Building Advertisement Co., Ltd.10.90*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shenzhen Bianjie Building Advertisement Co., Ltd.10.91*
    
    Acknowledgement Letter of Participation of Equity Pledge Agreement, dated May 22, 2006, of
Shenyang Focus Media Advertising Co., Ltd.10.92*
    
    Acknowledgement Letter of Participation of Call Option Agreement, dated May 22, 2006, of
Shenyang Focus Media Advertising Co., Ltd.10.93*
    
    Acknowledgement Letter of Participation of Shareholders Voting Rights Proxy Agreement,
dated May 22, 2006, of Shenyang Focus Media Advertising Co., Ltd.10.94*
    
    Cooperation Agreement, dated May 22, 2006, by and among Shanghai Focus Media Advertisement
Co. Ltd. and its local advertising subsidiaries named therein and Shanghai New Focus Media
Advertisement Co. Ltd.10.95*
    
    Technology Transfer Agreement, dated as of May 22, 2006, by and between Focus Media Digital
Information Technology (Shanghai) Co., Ltd. and Shanghai New Focus Media Advertisement Co.,
Ltd.10.96*
    
    Advertisement Dissemination Agreement, dated May 22, 2006, by and between Shanghai Focus
Media Advertising Agency Co., Ltd. and Shanghai New Focus Media Advertisement Co., Ltd.10.97*
    
    2006 Share Option Plan.10.98*
    
    Share Purchase Agreement, dated as of February 28, 2007, among Allyes Information
Technology Company Limited, the selling shareholders named therein and Focus Media Holding
Limited.10.99*
    
    Asset Transfer Agreement, dated as of January 30, 2003, among Shanghai Allyes Advertisement
Co., Ltd., New Allyes Information Technology (Shanghai) Co., Ltd., Xiangdong Xiong and
Jiangang Wang.
 14




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.100*
    
    Call Option Agreement, dated as of January 30, 2003, among Jiangang Wang, New Allyes
Information Technology (Shanghai) Co., Ltd. and Shanghai Allyes Advertisement Co., Ltd.10.101*
    
    Call Option Agreement, dated as of January 30, 2003, among Xiangdong Xiong, new Allyes
Information Technology (Shanghai) Co., Ltd. and Shanghai Allyes Advertisement Co., Ltd.10.102*
    
    Equity Interests Pledge Agreement, dated as of January 30, 2003, between New Allyes
Information Technology (Shanghai) Co., Ltd. and Jianggang Wang.10.103*
    
    Equity Interests Pledge Agreement, dated as of January 30, 2003, between New Allyes
Information Technology (Shanghai) Co., Ltd. and Xiangdong Xiong.10.104*
    
    Exclusive Service Agreement, dated as of January 20, 2003, by and among Shanghai Allyes
Advertisement Co., Ltd. and New Allyes Information Technology (Shanghai) Co., Ltd.10.105*
    
    Loan Agreement, dated as of January 10, 2003, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.106*
    
    Loan Agreement, dated as of January 10, 2003, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Xiangdong Xiong.10.107*
    
    Shareholders Voting Rights Proxy Agreement, dated as of January 30, 2003, among Xiangdong
Xiong, New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Allyes
Advertisement Co., Ltd.10.108*
    
    Call Option Agreement, dated November 1, 2004, among Jiangang Wang, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shenzhen Baifen Creation Advertisement Co., Ltd.10.109*
    
    Call Option Agreement, dated November 1, 2004, among Xiangdong Xiong, New Allyes
Information Technology (Shanghai) Co., Ltd. and Shenzhen Baifen Creation Advertisement Co.,
Ltd.10.110*
    
    Equity Interests Pledge Agreement, dated November 1, 2004, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.111*
    
    Equity Interests Pledge Agreement, dated November 1, 2004, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Xiangdong Xiong.10.112*
    
    Exclusive Service Agreement, dated as of November 1, 2004, by and among Shenzhen Baifen
Creation Advertisement Co., Ltd. and New Allyes Information Technology (Shanghai) Co., Ltd.10.113*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.114*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Xiangdong Xiong.10.115*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 1, 2004, among Jiangang
Wang, New Allyes Information Technology (Shanghai) Co., Ltd. and Shenzhen Baifen Creation
Advertisement Co., Ltd.10.116*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 1, 2004, among Xiangdong
Xiong, New Allyes Information Technology (Shanghai) Co., Ltd. and Shenzhen Baifen Creation
Advertisement Co., Ltd.
 15




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.117*
    
    Asset Transfer Agreement, dated November 30, 2004, among Shanghai Huxin Advertisement Co.,
Ltd., New Allyes Information Technology (Shanghai) Co., Ltd., Suyang Zhang and Hailong Zhu.10.118*
    
    Call Option Agreement, dated November 30, 2004, among Suyang Zhang, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai Huxin Advertisement Co., Ltd.10.119*
    
    Call Option Agreement, dated November 30, 2004, among Hailong Zhu, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai Huxin Advertisement Co., Ltd.10.120*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.121*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.122*
    
    Exclusive Service Agreement, dated as of November 11, 2004, by and among Shanghai Huxin
Advertisement Co., Ltd. and New Allyes Information Technology (Shanghai) Co., Ltd.10.123*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes Information Technology
(Shanghai) Co., Ltd. and Suyang Zhang.10.124*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.125*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30, 2004, among Suyang
Zhang, New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Huxin
Advertisement Co., Ltd.10.126*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30, 2004, among Hailong
Zhu, New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Huxin
Advertisement Co., Ltd.10.127*
    
    Asset Transfer Agreement, dated as of November 30, 2004, among Shanghai MSN Advertisement
Co., Ltd., New Allyes Information Technology (Shanghai) Co., Ltd., Suyang Zhang and Hailong
Zhu.10.128*
    
    Call Option Agreement, dated November 30, 2004, among Suyang Zhang, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai MSN Advertisement Co., Ltd.10.129*
    
    Call Option Agreement, dated November 30, 2004, among Hailong Zhu, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai MSN Advertisement Co., Ltd.10.130*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.131*
    
    Equity Interests Pledge Agreement, dated November 30, 2004, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.132*
    
    Exclusive Service Agreement, dated as of November 3, 2004, by and among Shanghai MSN
Advertisement Co., Ltd. and New Allyes Information Technology (Shanghai) Co., Ltd.10.133*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Hailong Zhu.
 16




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.134*
    
    Loan Agreement, dated as of November 1, 2004, by and among New Allyes Information
Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.135*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30, 2004, among Suyang
Zhang, New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai MSN
Advertisement Co., Ltd.10.136*
    
    Shareholders Voting Rights Proxy Agreement, dated as of November 30, 2004, among Hailong
Zhu, New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai MSN Advertisement
Co., Ltd.10.137*
    
    Asset Transfer Agreement, dated as of May 17, 2005, among Shanghai Quanshi Advertisement
Co., Ltd., New Allyes Information Technology (Shanghai) Co., Ltd., Suyang Zhang and Hailong
Zhu.10.138*
    
    Call Option Agreement, dated May 17, 2005, among Hailong Zhu, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai Quanshi Advertisement Co., Ltd.10.139*
    
    Call Option Agreement, dated May 17, 2005, among Hailong Zhu, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai Quanshi Advertisement Co., Ltd.10.140*
    
    Equity Interests Pledge Agreement, dated May 17, 2005, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.141*
    
    Equity Interests Pledge Agreement, dated May 17, 2005, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.142*
    
    Exclusive Service Agreement, dated as of April 20, 2005, by and among Shanghai Quanshi
Advertisement Co., Ltd. and New Allyes Information Technology (Shanghai) Co., Ltd.10.143*
    
    Loan Agreement, dated as of April 20, 2005, by and among New Allyes Information Technology
(Shanghai) Co., Ltd. and Suyang Zhang.10.144*
    
    Loan Agreement, dated as of April 20, 2005, by and among New Allyes Information Technology
(Shanghai) Co., Ltd. and Hailong Zhu.10.145*
    
    Shareholders Voting Rights Proxy Agreement, dated as of May 17, 2005, among Suyang Zhang,
New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Quanshi Advertisement
Co., Ltd.10.146*
    
    Shareholders Voting Rights Proxy Agreement, dated as of May 17, 2005, among Hailong Zhu,
New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Quanshi Advertisement
Co., Ltd.10.147*
    
    Supplemental Agreement for Loan Agreement, dated as of March 20, 2006, by and among New
Allyes Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.148*
    
    Supplemental Agreement for Loan Agreement, dated as of March 20, 2006, by and among New
Allyes Information Technology (Shanghai) Co., Ltd. and Hailong Zhu.10.149*
    
    Call Option Agreement, dated July 1, 2006, among Hailong Zhu, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai Kuantong Advertisement Co., Ltd.10.150*
    
    Call Option Agreement, dated July 1, 2006, among Hailong Zhu, New Allyes Information
Technology (Shanghai) Co., Ltd. and Shanghai Kuantong Advertisement Co., Ltd.
 17




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.151*
    
    Equity Interests Pledge Agreement, dated July 1, 2006, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Jiangang Wang.10.152*
    
    Equity Interests Pledge Agreement, dated July 1, 2006, by and between New Allyes
Information Technology (Shanghai) Co., Ltd. and Suyang Zhang.10.153*
    
    Exclusive Service Agreement, dated as of July 1, 2006, by and among Shanghai Kuantong
Advertisement Co., Ltd. and New Allyes Information Technology (Shanghai) Co., Ltd.10.154*
    
    Loan Agreement, dated as of June 20, 2006, by and among New Allyes Information Technology
(Shanghai) Co., Ltd. and Jiangang Wang.10.155*
    
    Loan Agreement, dated as of June 20, 2006, by and among New Allyes Information Technology
(Shanghai) Co., Ltd. and Suyang Zhang.10.156*
    
    Shareholders Voting Rights Proxy Agreement, dated as of July 1, 2006, among Jiangang Wang,
New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Kuantong Advertisement
Co., Ltd.10.157*
    
    Shareholders Voting Rights Proxy Agreement, dated as of July 1, 2006, among Suyang Zhang,
New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Kuantong Advertisement
Co., Ltd.10.158*
    
    Share Purchase Agreement, dated as of July 21, 2006, among EFT Partners Limited, Focus
Media Holdings Limited, Appreciate Capital Ltd., Zhang Qingyong and Wang Yongmei.10.159*
    
    Registration Rights Agreement, dated as of March 28, 2007, by and among Focus Media Holding
Limited and Persons who represent certain former shareholders, warrant holders and options
holders of Allyes Information Technology Company Limited.10.160*
    
    Shareholders Voting Rights Proxy Agreement, dated as of January 30, 2003, among Jiangang
Wang, New Allyes Information Technology (Shanghai) Co., Ltd. and Shanghai Allyes
Advertisement Co., Ltd.10.161*
    
    2007 Share Option Plan10.162*
    
    Share Purchase Agreement, dated as of December 8, 2007, among Focus Media Holding Limited,
CGEN Digital Media Company Limited and the selling shareholders and other parties named
therein.10.163*
    
    Registration Rights Agreement, dated as of January 2, 2008, among Focus Media Holding
Limited and the former shareholders of CGEN Digital Media Company Limited named therein.10.164*
    
    Equity Pledge Agreement, dated as of January 5, 2008, among Shanghai Focus Media
Advertisement Co., Ltd, Shanghai Focus Media Advertising Agency Co., Ltd., CGEN Digital
Technology (Shanghai) Company Ltd. And Shanghai CGEN Culture Communication Company Ltd.10.165*
    
    Call Option Agreement, dated as of January 5, 2008, among Shanghai Focus Media
Advertisement Co., Ltd, Shanghai Focus Media Advertising Agency Co., Ltd., CGEN Digital
Technology (Shanghai) Company Ltd. And Shanghai CGEN Culture Communication Company Ltd10.166*
    
    Shareholders Voting Rights Proxy Agreement, dated as of January 5, 2008, among Shanghai
Focus Media Advertisement Co., Ltd, Shanghai Focus Media Advertising Agency Co., Ltd., CGEN
Digital Technology (Shanghai) Company Ltd. And Shanghai CGEN Culture Communication Company
Ltd10.167*
    
    Exclusive Technology and Consulting Agreement, dated as of January 16, 2006, among CGEN
Digital Technology (Shanghai) Company Ltd. And Shanghai CGEN Culture Communication Company
Ltd
 18




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.168*
    
    Termination and Release Agreement, dated as of December 8, 2008, among Focus Media Holding
Limited, CGEN Digital Media Company Limited, Chan Yi Sing (individually and as
representative of all CGEN selling shareholders), Guanyong Tian and Mei Lijun.10.169*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH Advertising Co.,
Ltd, Liu Yi Nuo and Shanghai Chuanzhi Advertisement Co., Ltd.10.170*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertising Co., Ltd, Liu Yi Nuo and Shanghai Chuanzhi Advertisement Co., Ltd.10.171*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH Advertising Co.,
Ltd, Pan Ze Xin and Shanghai Chuanzhi Advertisement Co., Ltd.10.172*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertising Co., Ltd, Pan Ze Xin and Shanghai Chuanzhi Advertisement Co., Ltd.10.173*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH Advertising Co.,
Ltd, Liu Yi Nuo and Shanghai Ruili Advertisement Co., Ltd.10.174*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertisement Co., Ltd, Liu Yi Nuo and Shanghai Ruili Advertisement Co., Ltd.10.175*
    
    Equity Pledge Agreement, dated as of April 28, 2007, among Shanghai OOH Advertising Co.,
Ltd, Ni He Ping and Shanghai Ruili Advertisement Co., Ltd.10.176*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertising Co., Ltd, Ni He Ping and Shanghai Ruili Advertisement Co., Ltd.10.177*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH Advertising Co.,
Ltd, Liu Yi Nuo and Shanghai Xinnuo Advertisement Co., Ltd.10.178*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertising Co., Ltd, Liu Yi Nuo and Shanghai Xinnuo Advertisement Co., Ltd.10.179*
    
    Equity Pledge Agreement, dated as of April 28 2007, among Shanghai OOH Advertising Co.,
Ltd, Pan Ze Xin and Shanghai Xinnuo Advertisement Co., Ltd.10.180*
    
    Shareholders Voting Rights Proxy Agreement, dated as of April 28, 2007, among Shanghai OOH
Advertising Co., Ltd, Pan Ze Xin and Shanghai Xinnuo Advertisement Co., Ltd.10.181*
    
    Asset Purchase Agreement, dated as of December 22, 2008, between Focus Media Holding
Limited and SINA Corporation.10.182*
    
    2010 Employee Share Option Plan.10.183*
    
    Subscription Agreement, dated as of September 23, 2009, between Focus Media Holding Limited
and JJ Media Investment Holding Limited.10.184*
    
    Restricted ADS Facility Letter, dated as of November [9], 2009, between Focus Media Holding
Limited and Citibank, N.A., as depositary.10.185*
    
    Purchase and Sale Agreement, dated as of January 1, 2010, among Focus Media Holding
Limited, Allyes and the purchasers named therein with regard to certain assets outside
China.
 19




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##### Table of Contents



ExhibitNumber
    
    Description of Exhibits10.186*
    
    Purchase and Sale Agreement, dated as of January 1, 2010, among Focus Media Holding
Limited, Allyes and the purchasers named therein with regard to certain assets inside
China.12.1
    
    Certificate of Chief Executive Officer.12.2
    
    Certificate of Chief Financial Officer.13.1
    
    Certification of Periodic Financial Report.13.2
    
    Certification of Periodic Financial Report.15.1*
    
    Consent of Conyers Dill & Pearman.15.2*
    
    Consent of Global Law Office.15.3*
    
    Consent of Deloitte Touche Tohmatsu CPA Ltd.21.1*
    
    List of Subsidiaries.
 
 *
    
    Previously filed.
    
    Confidential treatment requested for certain portions of this Exhibit pursuant to Rule 24b-2
promulgated under the Securities Exchange Act, which portions are omitted and filed separately
with the Securities and Exchange Commission. 20




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##### Table of Contents



SIGNATURES
  Focus Media Holding LimitedBy:
    /s/ Jason Nanchun JiangName:
    Jason Nanchun JiangTitle:
    Chairman and Chief Executive Officer  21