exv10w189






Exhibit 10.189




SECURITIES REPURCHASE AGREEMENT




     This SECURITIES REPURCHASE AGREEMENT (this “Agreement”), dated as of September 20,
2010, is entered into between Fosun International Limited, a Hong Kong corporation (the
“Seller”), and Focus Media Holding Limited, a Cayman Islands limited company (“Focus
Media”).



WITNESSETH:




     WHEREAS, as of the date hereof, the Seller owns the Repurchased ADSs (as defined herein);



     WHEREAS, the Seller desires to sell, convey, transfer and assign to Focus Media, and Focus
Media desires to repurchase, acquire and accept from the Seller, the Repurchased ADSs, upon the
terms and subject to the conditions set forth herein; and



     WHEREAS, certain terms used in this Agreement are defined in Section 1.1.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter contained, the parties hereto hereby covenant and agree as follows:



ARTICLE I




DEFINITIONS



     1.1 Certain Definitions. For purposes of this Agreement, the following terms shall
have the meanings specified in this Section 1.1:



     “ADSs” means American Depositary Shares, each representing five ordinary shares, par
value US$0.00005 per share, of Focus Media.



     “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly through one or more intermediaries, controls, or is controlled by, or is under common
control with, such Person, and, for purposes of this definition, the term “control” (including the
terms “controlled by” and “under common control with”) means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of such
Person, whether through ownership of voting securities, by Contract, as trustee or executor, or
otherwise.



     “Business Day” means any weekday that the banks in the Cayman Islands, the Hong Kong
S.A.R., the People’s Republic of China, and the United States of America are generally open for
business.



     “Contract” means any written servicing agreement, management agreement, remarketing
agreement, support services agreement, purchase agreement, loan agreement, indenture, letter of
credit (including related letter of credit applications and reimbursement obligations), mortgage,
security agreement, pledge agreement, deed of trust, bond, note, guarantee, surety obligation,
warranty agreement, license, franchise agreement, power of attorney, purchase order, sales order,
lease or endorsement agreement, and any other written agreement, contract, instrument,



 









 







obligation,
plan, offer, commitment, arrangement or understanding to which a Person is a party or by which any
of its properties or assets may be bound or affected, in each case as amended, supplemented, waived
or otherwise modified.



     “Governmental Body” means any government or governmental, quasi-governmental or
regulatory body thereof, or political subdivision thereof, whether foreign, federal, state, or
local, or any agency, board, bureau, instrumentality or authority thereof, or any court,
arbitrator, tribunal or other public body.



     “Law” means any federal, state, local or foreign law, statute, code, ordinance, rule
or regulation having the force of law, declaration or agency requirement.



     “Liability” means any debt, liability, commitment, obligation, demand or assessment of
any kind, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated,
accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or
otherwise, whenever or however arising (including, whether arising out of any Contract or tort
based on negligence or strict liability).



     “Lien” means any lien, pledge, mortgage, security interest, charge, claim, lease,
option, easement, servitude, right of first refusal, right of first offer or other restrictive
covenant or agreement, voting trust or agreement, transfer restriction (other than transfer
restrictions arising under applicable federal, state or foreign statutory Laws) or other similar
restriction or encumbrance.



     “NASDAQ” means the NASDAQ Stock Market.



     “Order” means any order, injunction, judgment, decree, ruling, writ, assessment or
arbitration award of a Governmental Body.



     “Organizational Documents” means: (i) with respect to any corporation, its articles or
certificate of incorporation and by-laws, (ii) with respect to any limited liability company, the
limited liability company or operating agreement and articles of organization or articles or
certificate of formation of a limited liability company and (iii) with respect to any other type of
entity, its organizational or constituent documents.



     “Permits” means any approvals, authorizations, consents, licenses, permits,
clearances, qualifications or certificates of a Governmental Body or self-regulatory organization.



     “Person” means any individual, corporation, partnership, limited liability company,
firm, joint venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.



     “Purchase Price” means an amount equal US$200,000,010.



     “Repurchased ADSs” means an aggregate of 9,523,810 ADSs owned by the Seller as of the
date hereof.



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     1.2 Terms Defined Elsewhere in this Agreement. For purposes of this Agreement, the
following terms have meanings set forth in the Sections indicated:



	 	 	 
	Term	 	Section
	 
	 	 
	Agreement

	 	Preamble
	Chosen Courts

	 	7.3(b)
	Closing

	 	3.1
	Closing Date

	 	3.1
	Focus Media

	 	Preamble
	Focus Media Documents

	 	5.2
	Seller Documents

	 	4.2
	Seller

	 	Preamble






     1.3 Other Definitional and Interpretive Matters. Unless otherwise expressly provided,
for purposes of this Agreement, the following rules of interpretation shall apply:




          (a) Dollars. Any reference in this Agreement to US$ shall mean United States dollars.




          (b) Schedules. All Schedules attached hereto or referred to herein are hereby
incorporated in and made a part of this Agreement as if set forth in full herein. Disclosure of
any item in a Schedule shall be deemed to be disclosure made with respect to each other Schedule to
which the relevance of such disclosure is readily apparent on its face. Disclosure of any item on
any Schedule shall not constitute an admission or indication that such item or matter is material
or would have a material adverse effect on the ability of the Seller to perform its obligations
under this Agreement or to consummate the transactions hereby. No disclosure on a Schedule
relating to a possible breach or violation of any Contract, Law, Permit or Order shall be construed
as an admission or indication that a breach or violation exists or has actually occurred. Any
capitalized terms used in any Schedule, but not otherwise defined therein, shall be defined as set
forth in this Agreement




          (c) Gender and Number. Any reference in this Agreement to gender shall include all
genders, and words imparting the singular number only shall include the plural and vice versa.




          (d) Headings and Captions. The division of this Agreement into Articles, Sections and
other subdivisions and the insertion of headings are for convenience of reference only and shall
not affect or be utilized in construing or interpreting this Agreement. All references in this
Agreement to any “Section” or “Article” are to the corresponding Section or Article of this
Agreement unless otherwise specified.




          (e) Herein. The words such as “herein,” “hereinafter,” “hereof,” and “hereunder”
refer to this Agreement as a whole and not merely to a subdivision in which such words appear
unless the context otherwise requires.




          (f) Including. The word “including” or any variation thereof means (unless the
context of its usage otherwise requires) “including, without limitation” and shall not be


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construed
to limit any general statement that it follows to the specific or similar items or matters
immediately following it.




          (g) Documents. References to any Contract or other document, including this
Agreement, include references to such Contract or document as it may be amended, supplemented,
replaced or restated from time to time in accordance with its terms and subject to compliance with
any applicable restrictions or requirements set forth therein.




          (h) Interpretation. The parties hereto have participated jointly in the negotiation
and drafting of this Agreement and, in the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto,
and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of
the authorship of any provision of this Agreement.




ARTICLE II




REPURCHASE AND SALE; PURCHASE PRICE



     2.1 Repurchase and Sale of the Repurchased ADSs. At the Closing, on the terms and
subject to the conditions set forth in this Agreement, the Seller shall sell, convey, transfer and
assign to Focus Media, and Focus Media shall repurchase, acquire and accept from the Seller, all of
the Seller’s right, title and interest in and to the Repurchased ADSs.



     2.2 Payment of the Purchase Price. At the Closing, Focus Media shall pay to the
Seller an aggregate cash amount equal to the Purchase Price by wire transfer of immediately
available funds to the account or accounts designated by the Seller.



ARTICLE III

CLOSING




     3.1 Closing Date. The consummation of the purchase and sale of the Repurchased ADSs
as provided in Article II (the “Closing”) shall take place at the offices of
Simpson Thacher & Bartlett LLP located at ICBC Tower, 35/F, 3 Garden Road, Central, Hong Kong (or
at such other place as the parties hereto may designate) within five (5) Business Days after the
date of this Agreement, unless another time, date or place is agreed to by the parties hereto (the
“Closing Date”).



     3.2 Deliveries by Focus Media. At the Closing, Focus Media shall deliver, or caused
to be delivered, to the Seller the following:



          (a) the Purchase Price in accordance with Section 2.2; and




          (b) an executed counterpart by Focus Media to the Joint Instruction Letter; and




          (c) such other documents and instruments necessary to consummate the transactions contemplated
by this Agreement upon the terms and conditions set forth in this Agreement, all of which shall be
in form and substance reasonably satisfactory to the Seller.




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     3.3 Deliveries by the Seller. At the Closing, the Seller shall deliver, or cause to
be delivered, to Focus Media the following:



          (a) one or more receipts acknowledging payment of the Purchase Price by Focus Media;




          (b) an executed counterpart by the Seller to the Joint Instruction Letter; and




          (c) such other documents and instruments necessary to consummate the transactions contemplated
by this Agreement upon the terms and conditions set forth in this Agreement, all of which shall be
in form and substance reasonably satisfactory to Focus Media.




ARTICLE IV




REPRESENTATIONS AND WARRANTIES OF THE SELLER



     The Seller represents and warrants to Focus Media as of the date hereof and as of the Closing
Date as follows:



     4.1 Organization and Good Standing. The Seller is duly incorporated, validly existing
and in good standing under the Laws of Hong Kong. The Seller is duly qualified or authorized to
conduct its business and is in good standing under the Laws of each jurisdiction where such
qualification is required.



     4.2 Authorization and Enforceability of Agreement. The Seller has the full legal
right and all requisite power and authority to execute and deliver this Agreement and each
Contract, document or certificate contemplated by this Agreement or to be executed and delivered in
connection with the consummation of the transactions contemplated by this Agreement (the
“Seller Documents”) and to consummate the transactions contemplated hereby and thereby.
The execution and delivery by the Seller of this Agreement and the Seller Documents, and the
consummation of the transactions contemplated hereby and thereby, have been duly authorized by all
requisite action on the part of the Seller and no additional corporate or shareholder authorization
or consent is or will be required in connection with the execution, delivery and performance by the
Seller of this Agreement or the Seller Documents or the consummation of the transactions
contemplated hereby and thereby. This Agreement has been, and each of the Seller Documents will be
at or prior to the Closing, duly executed and delivered by the Seller, and (assuming the due
authorization, execution and delivery by the other parties hereto and thereto) this Agreement
constitutes, and the Seller Documents when so executed and delivered will constitute, valid and
binding obligations of the Seller, enforceable against the Seller in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar Laws affecting creditors’ rights and remedies generally, and to general principles of
equity.



     4.3 Ownership of the Repurchased ADSs. The Seller is and shall be on the Closing Date
the sole record and beneficial owner and holder of, and has good and valid title to, the
Repurchased ADSs free and clear of any Liens (other than Liens in favor of Focus Media or created
by or on behalf of Focus Media). The sale and delivery of the Repurchased ADSs as contemplated by
this Agreement are not subject to any preemptive right, right of first refusal or



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other right or
restriction, and the Seller is not a party to any voting trust, proxy or other Contract with
respect to the voting or transfer of the Repurchased ADSs that will survive the Closing Date. Upon
the delivery of the Repurchased ADSs pursuant to Section 2.1, Focus Media will acquire good
and valid title to the Repurchased ADSs free and clear of any Liens (other than Liens in favor of
Focus Media or created by or on behalf of Focus Media).



     4.4 Conflicts; Consents of Third Parties.



          (a) None of the execution and delivery by the Seller of this Agreement or the Seller
Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by
the Seller with any of the provisions hereof or thereof will (i) violate the Organizational
Documents of the Seller, (ii) contravene, conflict with or constitute or result in a breach or
violation in any material respect of any Law, Order or Permit applicable to the Seller or its
assets or by which the Seller is bound, (iii) contravene, conflict with, breach or violate,
constitute a default under, or result in or permit the termination or cancellation (whether after
the giving of notice or the lapse of time or both) of any rights or obligations, or result in a
loss of any benefit or imposition of any penalties, under any Contract to which the Seller is a
party or by which its properties or assets are subject or bound or (iv) result in the creation of
or imposition of any Liens (other than Liens created by or on behalf of Focus Media) on the
Repurchased ADSs.




          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or
notification to, any Governmental Body or any self-regulatory organization applicable to the
Seller, is required on the part of the Seller in connection with (i) the execution and delivery of
this Agreement, the Seller Documents and any other Contracts to be executed and delivered in
connection with the transactions contemplated hereby and thereby, (ii) compliance by the Seller
with any of the provisions hereof or thereof, or (iii) the consummation of the transactions
contemplated hereby or thereby, except for any filing required with the U.S. Securities and
Exchange Commission to disclose the entry into this Agreement and the transactions contemplated
hereby.




     4.5 Financial Advisors. Except for fees and expenses which shall be paid by the
Seller or any of its Affiliates, there is no investment banker, broker, finder or other
intermediary that has been retained by or is authorized to act on behalf of the Seller or any of
its Affiliates who is or who might be entitled to any fee or commission or like payment from any of
the parties hereto or any of their respective Affiliates in connection with the transactions
contemplated hereby.



     4.6 Seller Acknowledgements.



          (a) The Seller: (i) has sufficient knowledge and expertise to evaluate the business and
financial condition of Focus Media, its Affiliates and its subsidiaries and the merits and risks of
the purchase and sale of the Repurchased ADSs; (ii) has conducted its own
independent investigation of such matters as is necessary for the Seller to make an informed
decision with respect to purchase and sale of the Repurchased ADSs, and has had the opportunity to
ask questions of, and receive answers, from Focus Media and its officers and directors, and to
obtain such additional information which Focus Media, its Affiliates or its subsidiaries possess or
could acquire without unreasonable effort or expense, as the Seller deems necessary or



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appropriate,
and all such questions have been answered to the Seller’s full satisfaction; (iii) has made its own
assessment and has satisfied itself concerning relevant tax, legal and other economic
considerations relevant to the purchase and sale of the Repurchased ADSs; (iv) has not relied, and
will not rely, upon any other party for any investigation into, assessment of, or evaluation or
information with respect to the Repurchased ADSs, Focus Media, its Affiliates, its subsidiaries or
the purchase and sale of the Repurchased ADSs; and (v) can bear any economic loss as a result of
the purchase and sale of the Repurchased ADSs. Neither such inquiries nor any other due diligence
investigations conducted by the Seller or its advisors shall imply that Focus Media has made any
representation or warranty in respect of Focus Media, its Affiliates, its subsidiaries, the
Repurchased ADSs or the purchase and sale of the Repurchased ADSs, other than the matters set forth
herein.




          (b) The Seller acknowledges and understands that Focus Media and its Affiliates and
representatives may be in possession of material non-public information not known to the Seller.
The Seller further acknowledges that such information may be indicative of a value of the
Repurchased ADSs that may be substantially less or substantially more than the Purchase Price or
otherwise adverse to the Seller and that such information may be material to the Seller’s decision
to sell the Repurchased ADSs.




     4.7 No Other Representations or Warranties. Except for the representations and
warranties contained in this Article IV, the Seller does not make any other express or
implied representation or warranty with respect to any matter, including with respect to (i) the
Seller, (ii) the Repurchased ADSs, (iii) Focus Media or its Affiliates, (iv) the condition, value,
quality or future revenues, costs, expenditures, cash flow, results of operations, collectability
of accounts receivable, financial condition, projections, forecasts, estimates, plans or budgets of
future revenues, expenses or expenditures or prospects that may result from the acquisition of the
Repurchased ADSs, or (v) the accuracy or completeness of any of the information provided or made
available to Focus Media, its Affiliates or their respective agents or representatives prior to the
execution of this Agreement.



ARTICLE V




REPRESENTATIONS AND WARRANTIES OF FOCUS MEDIA



     Focus Media represents and warrants to the Seller as of the date hereof and as of the Closing
Date as follows:



     5.1 Organization and Good Standing. Focus Media is duly organized, validly existing
and in good standing under the Laws of the Cayman Islands. Focus Media is duly qualified or
authorized to conduct its business and is in good standing under the Laws of each jurisdiction
where such qualification is required.



     5.2 Authorization and Enforceability of Agreement. Focus Media has the full legal
right and all requisite power and authority to execute and deliver this Agreement and each
Contract, document or certificate contemplated by this Agreement or to be executed and delivered in
connection with the consummation of the transactions contemplated by this Agreement (the “Focus
Media Documents”) and to consummate the transactions contemplated



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hereby and thereby. The
execution and delivery by Focus Media of this Agreement and the Focus Media Documents, and the
consummation of the transactions contemplated hereby and thereby, have been duly authorized by all
requisite action on the part of Focus Media, and no additional corporate or shareholder
authorization or consent is or will be required in connection with the execution, delivery and
performance by Focus Media of this Agreement or the Focus Media Documents or the consummation of
the transactions contemplated hereby and thereby. This Agreement has been, and each of the Focus
Media Documents will be at or prior to the Closing, duly executed and delivered by Focus Media, and
(assuming the due authorization, execution and delivery by the other parties hereto and thereto)
this Agreement constitutes, and the Focus Media Documents when so executed and delivered will
constitute, valid and binding obligations of Focus Media, enforceable against Focus Media in
accordance with their respective terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally, and
to general principles of equity.



     5.3 Conflicts; Consents of Third Parties.



          (a) None of the execution and delivery by Focus Media of this Agreement or the Focus Media
Documents, or the consummation of the transactions contemplated hereby or thereby, or compliance by
Focus Media with any of the provisions hereof or thereof will (i) violate the Organizational
Documents of Focus Media, (ii) contravene, conflict with or constitute or result in a breach or
violation in any material respect of any Law, Order or Permit (including, without limitation, (x)
the Securities Act of 1993, as amended, and the rules and regulations thereunder, (y) the
Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder and (z) the
rules and regulations of NASDAQ) applicable to Focus Media or its assets or by which Focus Media is
bound or (iii) contravene, conflict with, breach or violate, constitute a default under, or result
in or permit the termination or cancellation (whether after the giving of notice or the lapse of
time or both) of any rights or obligations, or result in a loss of any benefit or imposition of any
penalties, under any Contract to which Focus Media is a party or by which its properties or assets
are subject or bound.




          (b) No consent, waiver, approval, Order, Permit or authorization of, or filing with, or
notification to, any Governmental Body or any self-regulatory organization applicable to Focus
Media, is required on the part of Focus Media in connection with (i) the execution and delivery of
this Agreement, the Focus Media Documents and any other Contracts to be executed and delivered in
connection with the transactions contemplated hereby and thereby, (ii) compliance by Focus Media
with any of the provisions hereof or thereof, or (iii) the consummation of the transactions
contemplated hereby or thereby, except for any filing required with the U.S. Securities and
Exchange Commission to disclose the entry into this Agreement and the transactions contemplated
hereby.




     5.4 Financial Advisors. Except for fees and expenses which shall be paid by Focus
Media or any of its Affiliates, there is no investment banker, broker, finder or other intermediary
that has been retained by or is authorized to act on behalf of Focus Media or any of its
Affiliates who is or who might be entitled to any fee or commission or like payment from any of the
parties hereto or any of their respective Affiliates in connection with the transactions
contemplated hereby.



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     5.5 No Other Representations or Warranties. Except for the representations and
warranties contained in this Article V, Focus Media does not make any other express or
implied representation or warranty with respect to any matter, including, with respect to (i) Focus
Media, (ii) the Repurchased ADSs, (iii) the Seller or its Affiliates, (iv) the condition, value,
quality or future revenues, costs, expenditures, cash flow, results of operations, collectability
of accounts receivable, financial condition, projections, forecasts, estimates, plans or budgets of
future revenues, expenses or expenditures or prospects that may result from the acquisition of the
Repurchased ADSs, or (v) the accuracy or completeness of any of the information provided or made
available to the Seller, its Affiliates or their respective agents or representatives prior to the
execution of this Agreement.



ARTICLE VI




COVENANTS



     6.1 Further Assurances. Each of the Seller and Focus Media shall use its commercially
reasonable efforts to (a) take all actions necessary or appropriate to consummate the transactions
contemplated by this Agreement and (b) cause the fulfillment at the earliest practicable date of
all of the conditions to their respective obligations to consummate the transactions contemplated
by this Agreement.



     6.2 Release. To the fullest extent permitted by law, the Seller hereby releases and
waives any and all claims, causes of action, actions, proceedings, suits, judgments, liens and
executions, whether known or unknown claims and causes of action now or hereafter arising, whether
in law or in equity (including attorneys’ fees), against Focus Media or its Affiliates or its or
its Affiliates’ respective current and former partners, officers, directors, employees, controlling
persons, representatives and agents arising from, based upon or relating to any non-disclosure as
described in Section 4.6 hereof or the Seller’s failure to review the information provided to the
Seller as described in Section 4.6 hereof and further covenants not to sue Focus Media or its
Affiliates or its or its Affiliates’ respective current and former partners, officers, directors,
employees, controlling persons, representatives and agents for any loss, damage or liability
arising from, based upon or relating to such non-disclosure or the Seller’s failure to review such
disclosed information.



ARTICLE VII




MISCELLANEOUS



     7.1 Expenses. Except as otherwise provided in this Agreement, each party hereto shall
bear its own expenses incurred in connection with the negotiation and execution of this Agreement
and each other Contract, certificate and instrument contemplated by this Agreement and the
consummation of the transactions contemplated hereby and thereby.



     7.2 Entire Agreement; Amendments and Waivers. This Agreement (including the Schedules
hereto) represents the entire understanding and agreement between the parties hereto and thereto
with respect to the subject matter hereof and thereof. This Agreement can be amended, supplemented
or changed, and any provision hereof can be waived, only by written



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instrument making specific
reference to this Agreement signed by the party against whom enforcement of any such amendment,
supplement, modification or waiver is sought. No action taken pursuant to this Agreement,
including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by
the party taking such action of compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any party hereto of a breach of any provision of this Agreement
shall not operate or be construed as a further or continuing waiver of such breach or as a waiver
of any other or subsequent breach. No failure on the part of any party to exercise, and no delay
in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party preclude any other or
further exercise thereof or the exercise of any other right, power or remedy.



     7.3 Governing Law, etc.



          (a) This Agreement shall be governed by and construed in accordance with the Laws of the State
of New York applicable to contracts made and performed in such State without giving effect to the
choice of Law principles of such State that would require or permit the application of the laws of
another jurisdiction.




          (b) The parties hereto hereby irrevocably submit to the exclusive jurisdiction of the United
States District Court for the Southern District of New York or any other New York State court
sitting in New York City (the “Chosen Courts”) over any dispute arising out of or relating
to this Agreement or any of the transactions contemplated hereby and each party hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action proceeding related thereto
may be heard and determined only in the Chosen Courts. The parties hereto hereby irrevocably
waive, to the fullest extent permitted by applicable Law, any objection which they may now or
hereafter have to the laying of venue of any such dispute brought in the Chosen Courts or any
defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto
agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by Law.




          (c) Each of the parties hereto hereby consents to process being served by any party to this
Agreement in any suit, action or proceeding by the delivery of a copy thereof in accordance with
the provisions of Section 7.4. Nothing in this Section 7.3(c) will limit the
jurisdictions in which a judgment of the Chosen Courts may be enforced.




          (d) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH
PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.




     7.4 Notices. All notices, service of process and other communications under this
Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with
written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of
transmission) or (iii) one (1) business day following the day sent by overnight courier (with
written confirmation of receipt), in each case at the following addresses and facsimile numbers



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(or
to such other address or facsimile number as a party may have specified by notice given to the
other party pursuant to this provision):



     If to the Seller, to:


Fosun International Limited

Suite 808, ICBC Tower

3 Garden Road

Central, Hong Kong

Facsimile:    +8621-63322997

Attention:    Mr. Pan Dong Hui




     with copies (which shall not constitute notice) to:


Faegre & Benson LLP

2200 Wells Fargo Center

90 S. Seventh Street

Minneapolis, MN 55402

USA

Facsimile:    +1-612-766-1600

Attention:    Mr. John Havema




     If to Focus Media, to:


Focus Media Holding Limited

28F, No. 369, Zhaofeng World Trade Tower

Jiangsu Road, Shanghai

PRC 200050

Facsimile:    +86 (21) 5240-0950

Attention:    Alex Deyi Yang




     with copies (which shall not constitute notice) to:


Simpson Thacher & Bartlett LLP

ICBC Tower, 35/F

3 Garden Road

Central, Hong Kong

Facsimile:    +852-2869-7694

Attention:    Mr. Chris K.H. Lin, Esq.




     7.5 Severability. If any term or other provision of this Agreement is invalid,
illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions
of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse
to the Seller, on the one hand, or Focus Media, on the other hand. Upon such determination that
any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the



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original intent of the
parties hereto as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.




     
7.6 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted assigns. Nothing in
this Agreement shall create or be deemed to create any third party beneficiary rights in any Person
not a party to this Agreement except as provided below. No assignment of this Agreement or of any
rights or obligations hereunder may be made by any of the parties hereto, directly or indirectly
(by operation of law or otherwise), without the prior written consent of the other parties hereto
and any attempted assignment without the required consents shall be void.





     
7.7 Non-Recourse; Limitation of Liability.



          (a) No past, present or future director, officer, employee, incorporator, member, partner,
stockholder, Affiliate, agent, attorney or representative of the Seller or any of its Affiliates
shall have any Liability for any obligations or Liabilities of the Seller under this Agreement or
the Seller Documents of or for any claim based on, in respect of, or by reason of, the transactions
contemplated hereby and thereby. No past, present or future director, officer, employee,
incorporator, member, partner, stockholder, Affiliate, agent, attorney or representative of Focus
Media or any of its Affiliates shall have any Liability for any obligations or Liabilities of Focus
Media under this Agreement or Focus Media Documents of or for any claim based on, in respect of, or
by reason of, the transactions contemplated hereby and thereby.




          (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT THE SELLER
SHALL NOT HAVE ANY LIABILITY FOR OR BE RESPONSIBLE FOR ANY LOSSES TO FOCUS MEDIA, ITS AFFILIATES OR
ANY OTHER PERSON WITH RESPECT TO ANY BREACHES OF THE SELLER’S REPRESENTATIONS AND WARRANTIES IN
ARTICLE IV (AS MODIFIED BY THE SCHEDULES HERETO) IN EXCESS OF THE PURCHASE PRICE. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT FOCUS MEDIA SHALL NOT HAVE ANY
LIABILITY FOR OR BE RESPONSIBLE FOR ANY LOSSES TO THE SELLER, ITS AFFILIATES OR ANY OTHER PERSON
WITH RESPECT TO ANY BREACHES OF FOCUS MEDIA’S REPRESENTATIONS AND WARRANTIES IN ARTICLE V IN EXCESS
OF THE PURCHASE PRICE.




     7.8 Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original copy of this Agreement and all of which, when taken
together, shall be deemed to constitute one and the same agreement. Signed counterparts of this
Agreement may be delivered by facsimile and by scanned PDF image.



[Signature Page Follows]




12









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective authorized officers as of the date first written above.



	 	 	 	 	 
	 	FOCUS MEDIA HOLDING LIMITED

 	 
	 	By:  	/s/ Yang Deyi
 	 
	 	 	Name:  	Yang Deyi 	 
	 	 	Title:  	Director and General Manager 	 



 









 






	 	 	 	 	 
	 	FOSUN INTERNATIONAL LIMITED

 	 
	 	By:  	/s/ Guo Guangchang
 	 
	 	 	Name:  	Guo Guangchang 	 
	 	 	Title:  	Chairman