EXHIBIT 10.15
CLAWBACK RIGHTS AGREEMENT
THIS CLAWBACK RIGHTS AGREEMENT (this "AGREEMENT"), dated November 29, 2004, is entered
into by and among Focus Media Holding Limited, an international business company organized and existing under
the laws of the British Virgin Islands (the "COMPANY"), JJ Media Investment Holding Limited, an international
business company organized and existing under the laws of the British Virgin Islands ("MANAGERCO"), Jiang
Nanchun [CHINESE CHARACTER] of 28th Floor, Zhao Feng World Trade Building, No. 369 Jiangsu Road,
Shanghai, China, each of the parties set forth in Schedule A (the "INVESTORS") and each of the parties set
forth in Schedule B (the "EXISTING PREFERRED HOLDERS").
RECITALS
WHEREAS, as of the date hereof, ManagerCo holds 688,000 of the Company's ordinary shares, par value
US$0.01 per share (the "ORDINARY SHARES");
WHEREAS ManagerCo has been established by Mr. Jiang to invest in and hold an interest in the Company and,
subject to the terms and conditions of this Agreement, it is intended that, as of any given time, Mr. Jiang should
be the ultimate beneficial owner of all such interest in the Company, free and clear of all Encumbrances other than
in connection with this Agreement or the Shareholders Agreement (the "AGREED BENEFICIAL INTEREST");
WHEREAS, the Company, MangerCo, the Existing Preferred Holders and the Investors are parties to a Share
Purchase Agreement, dated November 9, 2004 (the "SHARE PURCHASE AGREEMENT");
WHEREAS, it is a condition precedent under the Share Purchase Agreement that the Company, ManagerCo
and Mr. Jiang enter into this Agreement; and
WHEREAS the Company, ManagerCo, the Existing Preferred Holders and Mr. Jiang seek to induce the
Investors to consummate their investment in the Company as contemplated in the Share Purchase Agreement,
and to such ends, seek to satisfy the conditions precedent to such investment by entering into this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises set forth above