This Indemnity Agreement, dated as of September 7, 2010 (this “Agreement”), is among JJ Media Investment
Holding Limited (“JJ Media”), a company organized under the laws of the British Virgin Islands, and Focus Media
Holding Limited (“Focus Media”) a limited liability company organized under the laws of the Cayman Islands.
WHEREAS, JJ Media is wholly-owned by Jason Nanchun Jiang, the chief executive officer and chairman and
a significant shareholder of Focus Media;
WHEREAS, Focus Media has filed a Registration Statement on Form F-3 with the Securities and Exchange
Commission on September 7, 2010, a Preliminary Prospectus Supplement dated September 7, 2010 and a
Prospectus Supplement dated September 7, 2010 (together with the Preliminary Prospectus Supplement, the
“Prospectus Supplements”), in connection with the sale by JJ Media of 8,100,000 American depositary shares
representing 40,500,000 Ordinary Shares of Focus Media (the “ADSs”); and
WHEREAS in connection with the sale by JJ Media of the ADSs, Focus Media, JJ Media and Jason Nanchun
Jiang have entered into an Underwriting Agreement (the “Underwriting Agreement”), dated September 7, 2010
with Goldman, Sachs & Co. as underwriter (the “Underwriter”).
Terms used herein and not defined are defined in the Underwriting Agreement.
NOW, THEREFORE, in consideration of In consideration of Focus Media’s agreement to file the Registration
Statement and the Prospectus Supplements and to enter into the Underwriting Agreement so as to facilitate the sale
of ADSs by JJ Media, the mutual promises herein contained, and other good and valuable consideration, receipt of
which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Representations and Warranties .
For the purpose of the Underwriting Agreement, JJ Media hereby confirms that it has furnished to you for use
in the Prospectus Supplements the following information (such information in sub-paragraphs a), b), c), d) and e)