J.P.Morgan Investment Banking Pitch Book
DISCUSSION MATERIALS
This presentation was prepared exclusively for the benefit and internal use of the independent committee (the "Independent Committee") of the board of
directors of Focus Media (including its subsidiaries, the "Company") to whom it is directly addressed and delivered in order to assist the Independent Committee
in evaluating, on a preliminary basis, the feasibility of a possible transaction or transactions and does not carry any right of publication or disclosure, in whole or
in part, to any other party. This presentation is for discussion purposes only and is incomplete without reference to, and should be viewed solely in conjunction
with, the oral briefing provided by J.P. Morgan (or "we"). Neither this presentation nor any of its contents may be disclosed or used for any other purpose
without the prior written consent of J.P. Morgan.
The information in this presentation is based upon the management projections supplied to us and reflects prevailing conditions and our views as of this date,
all of which are accordingly subject to change. J.P. Morgan's opinions and estimates constitute J.P. Morgan's judgment and should be regarded as indicative,
preliminary and for illustrative purposes only. In preparing this presentation, we have relied upon and assumed, without independent verification, the accuracy
and completeness of all information available from public sources or which was provided to us by or on behalf of the Company or which was otherwise reviewed
by us. In addition, our analyses are not and do not purport to be appraisals of the assets, stock, or business of the Company or any other entity. J.P. Morgan
makes no representations as to the actual value which may be received in connection with a transaction nor the legal, tax or accounting effects of
consummating a transaction. Unless expressly contemplated hereby, the information in this presentation does not take into account the effects of a possible
transaction or transactions involving an actual or potential change of control, which may have significant valuation and other effects.
Notwithstanding anything herein to the contrary, the Company and each of its employees, representatives or other agents may disclose to any and all persons,
without limitation of any kind, the U.S. federal and state income tax treatment and the U.S. federal and state income tax structure of the transactions
contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Company relating to such tax treatment and
tax structure insofar as such treatment and/or structure relates to a U.S. federal or state income tax strategy provided to the Company by J.P. Morgan.
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included herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing
or recommendation by anyone not affiliated with JPMorgan Chase & Co. of any of the matters addressed herein or for the purpose of avoiding U.S.
tax-related penalties.
J.P. Morgan is a marketing name for investment banking businesses of JPMorgan Chase & Co. and its subsidiaries worldwide. Securities, syndicated loan
arranging, financial advisory and other investment banking activities are performed by a combination of J.P. Morgan Securities LLC, J.P. Morgan Limited,
J.P. Morgan Securities Ltd. and the appropriately licensed subsidiaries of JPMorgan Chase & Co. in EMEA and Asia-Pacific, and lending, derivatives and other
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or to provide any other services.
PROJECT FOXTROT
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