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**Execution Version**     Whereas, subject to the terms and conditions set forth herein, Focus Media desires to sell andtransfer to the Purchasers certain Shares of the Company it holds, and the Purchasers are willingto purchase and acquire such shares from Focus Media;     **Now, Therefore,**in consideration of the above premises and the agreements hereinafter setforth, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the Parties agree as follows:**Article 1 Definition**     Capitalized terms used herein and not otherwise defined shall have the following meanings:     “Affiliate” means, with reference to any Person, a spouse of such Person, any director,officer or employee of such Person, any other Person of which such Person is a member, director,officer, or employee, and any other Person directly or indirectly controlling or controlled by orunder direct or indirect common control with such Person.     “Allyes Option Program” means Allyes Online Media Holding Ltd 2008 Share Incentive Planadopted by the Company on September 18, 2008, as amended by the Company from time to time.     “Business Day” means any day except a Saturday, Sunday, or other day on which commercial banksin the Cayman Islands, Hong Kong, or the PRC are authorized by law to close.     “CIETAC” means China International Economic and Trade Arbitration Commission.     “Closing” means the closing of the transactions contemplated under this Agreement.     “Closing Date” means the date when the Closing shall have occurred.     “Consents” means (a) authorizations, approvals, permits, and qualifications, of anygovernmental, regulatory, or statutory authorities, and (b) consents, permits and waivers necessaryto consummate the transactions contemplated by this Agreement.     “Dividend Right” means right of Focus Media provided by Section 2.2.     “Encumbrance” means a mortgage, charge, pledge, lien, option, restriction,
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**Execution Version**right of firstrefusal, right of pre-emption, third-party right or interest, other encumbrance or securityinterest of any kind, or another type of preferential arrangement (including, without limitation, atitle transfer or retention arrangement) having similar effect.     “Governmental Authority” means any governmental or other regulatory administrative authority,agency or commission or court, tribunal or judicial or arbitral body.     “Holder” (including, with correlative meaning, the term “Hold”) means a beneficial shareholderof the Company.     “Person” means an individual, partnership, corporation, business trust, joint stock company,trust, unincorporated association, joint venture, or other similar entity.     “PRC” means the People’s Republic of China, excluding Hong Kong and Macau SpecialAdministrative Regions and Taiwan area solely for the purpose of this Agreement.     “US Dollars” or “US$” means United States Dollars, the lawful currency of the United States ofAmerica.     Any of the above-defined terms may, unless the context otherwise requires, be used in thesingular or plural depending on the reference. References to a “Schedule” is, unless otherwisespecified, to a schedule attached to this Agreement and references to an “Article” or a “Section”are, unless otherwise specified, to one of the articles or sections or subsections of thisAgreement.**Article 2 Sales and Purchase of Shares**2.1  Subject to the terms and conditions of this Agreement, Focus Media agrees to sell andtransfer to each Purchaser, and each Purchaser agrees to purchase and acquire from Focus Media, onthe Closing Date, the Shares of the Company held by Focus Media, in the number set forth inSchedule 1 (as to such Purchase, the “Transferred Shares”) and all right, title, benefit andinterest in and to the Transferred Shares.2.2  Notwithstanding anything to the contrary herein, Focus Media is entitled to all and anyannounced but undistributed dividends or any other accrued dividends of the Company as of theClosing Date.**Article 3 Purchase Price and Payment**3.1  As consideration for its purchase of the Transferred Shares hereunder,
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**Execution Version**each Purchaseragrees to pay to Focus Media a purchase price as listed in Schedule 1 (as to such Purchase, the“Purchase Price”).3.2  By the Closing specified in Section 4.1 hereof, each Purchaser shall make a one-offpayment of the Purchase Price in US Dollars and wire the full amount of the Purchase Price inimmediate usable US Dollar cash to an account specified by Focus Media.**Article 4 Closing**4.1  The Closing shall take place no later than the third (3rd) Business Day or suchother date as the Parties may agree after all conditions set forth in Article 5 are satisfied (orwaived by the relevant Party) at the office of the Company at Shanghai, China. To avoid doubts,the Closing of transfer of Transferred Shares in respect of each Purchaser shall take place at thesame time. Immediately after the Closing, the shareholding structure of the Company shall be thesame as set forth in Schedule 2 hereof.4.2  At the Closing, each Purchaser shall deliver to Focus Media the following documents:(a)  evidence of its unconditional, irrevocable payment of the full amount of the PurchasePrice in accordance with Article 3 of this Agreement;(b)  a certificate of the Purchaser, dated the Closing Date and signed by its duly authorizedrepresentative, to the effect that all obligations and covenants of the Purchaser are met and thatall representations and warranties of the Purchaser remain true; and(c)  a certificate of the Purchaser, dated the Closing Date and signed by its duly authorizedrepresentative, to the effect that all Consents necessary for its execution, delivery andperformance of this Agreement and related documents are obtained.4.3  At the Closing and in exchange for each Purchaser’s delivery of relevant documentspursuant to Section 4.2 above, Focus Media shall deliver to each Purchaser the following documents:(a)  an instrument in writing, dated the Closing Date and signed by Focus Media’s dulyauthorized representative, to the effect that all Transferred Shares are transferred to suchPurchaser, effective on the Closing Date;(b)  a certificate of Focus Media, dated the Closing Date and signed by the
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**Execution Version**duly authorizedrepresentative of Focus Media, to the effect that all obligations and covenants of Focus Media aremet and that all representations and warranties of that Focus Media remain true;(c)  a certificate of Focus Media dated the Closing Date and signed by the duly authorizedrepresentative of Focus Media, to the effect that all Consents necessary for its execution,delivery and performance of this Agreement and related documents are obtained;(d)  a certified copy of the resolutions duly adopted by the directors of the Company approvingthe transactions contemplated hereunder; and(e)  a share certificate in the name of such Purchaser evidencing its ownership of theTransferred Shares, together with a certified copy of the Company’s Register of Members reflectingthe ownership of the Transferred Shares.**Article 5 Closing Conditions**5.1  Conditions to Seller’s Obligations to Closing. Focus Media’s obligations to havingthe Closing shall be subject to the satisfaction or waiver by it of each of the followingconditions:(a)  Each of the representations and warranties of each Purchaser contained in Article 7 shallbe true and complete in all material aspects as of the date hereof and the Closing Date;(b)  Each Purchaser shall have performed and complied with all conditions and covenantscontained in this Agreement required to be performed or complied with by it prior to the Closing;(c)  Each Purchaser shall have obtained all necessary Consents (including, but not limited to,required approvals of any Governmental Authority) for the Closing; and(d)  Each Purchaser has made full payment of the Purchaser Price in accordance with Article 3of this Agreement, as evidenced by the document set forth in Section 4.2(a) above.5.2  Conditions to Purchaser’s Obligations to Closing. Each Purchaser’s obligationsto having the Closing shall be subject to the satisfaction or waiver by it of each of the followingconditions:(a)  Each of the representations and warranties of Focus Media contained in Article 6 shall betrue and complete in all material aspects as of the date hereof and
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**Execution Version**the Closing Date; and(b)  Focus Media shall have performed and complied with all conditions and covenants containedin this Agreement required to be performed or complied with by it prior to the Closing.**Article 6 Representations and Warranties of Seller**In order to induce the Purchasers to enter into this Agreement, Focus Media hereby representsand warrants to the Purchasers that:6.1  Legal Status and Capacity. It is a company duly organized and validly existingunder the laws of the Cayman Islands.6.2  Power and Authority. It has the requisite corporate power and authority toexecute, deliver and perform this Agreement and other documents to be executed in connection withthe transactions contemplated hereunder. It has taken, or by the Closing will have taken, allnecessary action to duly and validly authorize the execution, delivery, and performance of thisAgreement and other documents in connection with the transactions contemplated hereunder andthereunder.6.3  Enforceability. This Agreement and each of the other documents to be executed inconnection with the transactions contemplated hereunder when executed and delivered by it shallconstitute its legal, valid, and binding obligations, enforceable against it in accordance withtheir terms, except as may be limited by bankruptcy and insolvency laws and by other laws affectingthe rights of creditors generally.6.4  Title to Transferred Shares. It is the Holder of the relevant Transferred Shares,and except for the Dividend Right enjoyed by Focus Media, the options under the Allyes OptionProgram and such other restrictions over the Transferred Shares that may be contained in theMemorandum & Articles of Association of the Company as of the date hereof, there is no Encumbrancein relation to any of the relevant Transferred Shares.**Article 7 Representations and Warranties of Purchasers**In order to induce Focus Media to enter into this Agreement, each Purchaser hereby representsand warrants to Focus Media that:7.1  Legal Status and Capacity. It is a company duly organized and validly existingunder the laws of jurisdiction where it is located.7.2  Power and Authority. It has the requisite corporate power and authority
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**Execution Version**toexecute, deliver and perform this Agreement and other documents to be executed in connection withthe transactions contemplated hereunder. It has taken, or by the Closing will have taken, allnecessary action to duly and validly authorize the execution, delivery, and performance of thisAgreement and other documents in connection with the transactions contemplated hereunder andthereunder.7.3  Government Approval. It has duly obtained, or by the Closing will have dulyobtained, all approvals of competent Governmental Authorities (including those of the PRC) that arerequired for its execution, delivery, and performance of this Agreement and other documents inconnection with the transactions contemplated hereunder and thereunder (if necessary).7.4  Enforceability. This Agreement and each of the other documents to be executed inconnection with the transactions contemplated hereunder when executed and delivered by it shallconstitute its legal, valid, and binding obligations, enforceable against it in accordance withtheir terms, except as may be limited by bankruptcy and insolvency laws and by other laws affectingthe rights of creditors generally.**Article 8 Covenants**8.1  Consents. Immediately after the execution of this Agreement, each Party shallcommenced its applications for all necessary Consents required for its performance of thisAgreement and consummation of the transactions contemplated hereunder, including, but not limitedto, the approvals of the PRC Governmental Authorities (if necessary).8.2  Cancellation of Option Program. Upon the execution of this Agreement, the Partiesshall cooperate with each other and shall take all necessary measures to ensure the duecancellation of the Allyes Option Program.8.3 Dividend Distribution. Upon the execution of this Agreement, Focus Media shalltake all necessary actions to exercise its Dividend Right, and to complete the distribution of theaccrued dividends of the Company as of the Closing Date as soon as possible. In case of the failureto complete the aforesaid dividend distribution by the Closing Date, the Purchasers shall cooperatewith Focus Media and take all necessary action to ensure its smooth exercising of the DividendRight.**Article 9 Effect and Termination**9.1  Effect. This Agreement shall take effect and be binding over the Parties heretoimmediately upon its execution by all Parties hereto.9.2  Termination. (a) It is the Parties’ intention to complete the
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**Execution Version**transactionscontemplated hereunder as soon as practicable, and for that purpose, to use their best efforts tohave the Closing on or prior to the sixtieth (60th) day following the date of thisAgreement. Therefore, this Agreement may only be terminated as follows:(i) by mutual agreement of the Parties; or(ii) by Focus Media, by a written notice to the Purchasers, on the fifty-fifth(55th) day following the date of this Agreement, in case the Purchasersstill have not met with all the conditions precedent to its Closing of thetransactions contemplated upon that day on its side.(b)  Upon termination of this Agreement under this Section 9.2, this Agreement shall forthwithbecome wholly void and of no effect and the Parties shall be released from all future obligationshereunder; *provided*that nothing herein shall relieve any Party from liability for any breach ofthis Agreement occurring prior to such termination or any obligation set forth in Section 9.2(a)above.**Article 10 Dispute Resolution**10.1    Any unresolved dispute, controversy, or claim arising out of or relating to thisAgreement, or the breach, termination or validity hereof, shall be submitted to CIETA forarbitration in Shanghai in accordance with its then effective arbitration rules. The arbitrationproceedings shall be conducted, and the award shall be rendered, in the English language.10.2   There shall be three (3) arbitrators, including one (1) appointed by Focus Media and one(1) appointed by all the Purchasers. The third arbitrator, who shall be the presiding arbitrator,shall be appointed by CIETAC in accordance with its rules.10.3   The arbitral award will be final and binding upon the Parties, and will be the sole andexclusive remedy between the Parties regarding any claims, counterclaims, issues, or accountingpresented to the arbitral tribunal. The award may be used as a basis for a writ of execution,judgment or other decree for execution and may be enforced in the PRC, Hong Kong, or elsewhere inany court or other governing body having jurisdiction.10.4   During the arbitration proceedings, each Party shall bear its own costs and expensesincident to the arbitration. Unless otherwise determined by the arbitrators, the losing party shallbear the costs and expenses of the arbitration panel and the costs and expenses (includingreasonable attorney’s fees) of the prevailing party.
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**Execution Version**10.5   Any monetary award will be made and promptly payable in US Dollars net of any tax,deduction or offset, and the arbitral tribunal will be authorized in its discretion to grantpre-award and post-award interest at commercial rates. Any costs, fees, or taxes incident toenforcing the award will, to the maximum extent permitted by law, be charged against the partyresisting such enforcement.10.6   This Agreement and the rights and obligations of the Parties hereunder will remain infull force and effect pending the award in any arbitration proceeding hereunder.**Article 11 General Provisions**11.1   Governing Law. This Agreement shall be governed by and construed exclusively inaccordance with the laws of Hong Kong.11.2   Confidentiality. Unless otherwise agreed to in writing by the Parties, none ofthe Parties shall, directly or indirectly, disclose, or permit the disclosure of, to any thirdPerson (i) the existence or content of this Agreement or of discussions regarding the transactionscontemplated hereunder, (ii) any of the terms, conditions or other aspects of the transactionscontemplated hereunder, or (iii) the status of performance of this Agreement, except (a) toadvisors, agents, shareholders, limited partners, directors or officers of the relevant Party, (b)to financial institutions and banks whose consent or financing will be obtained for the transactioncontemplated hereby, (c) for Focus Media’s disclosure to the optionees under the Allyes OptionProgram for the purpose of the cancellation of the program as contemplated hereunder, (d) as may becompelled in a judicial or administrative proceeding or as otherwise required by law, and (e) asmay be required by governmental or regulatory authorities or stock exchanges or agencies that havejurisdiction over a Party (or its parent company) or the transaction contemplated hereby.11.3   Survival. The representations, warranties and covenants made herein shallsurvive any investigation made by any Party hereto and the Closing.11.4   Successors and Assigns. Except as otherwise specifically provided herein, thisAgreement shall bind and inure to the benefit of each Party’s respective successors and permittedassigns; *provided*that no Party shall have any right to assign any of its rights hereunder or anyinterest herein without obtaining the written consent of the other Parties hereto to suchassignment, and any purported assignment made without obtaining such written consent shall be nulland void.11.5   Entire Agreement. This Agreement, and the schedules hereto, which are herebyexpressly incorporated herein by this reference, constitute the entire understanding and agreementbetween the Parties with regard to the subject.
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**Execution Version**11.6   Notices. All notices under this Agreement shall be given in writing and shall bedeemed to have been given upon delivery if delivered by hand or air courier, upon confirmed receiptif sent by facsimile transmission, or on the third (3rd) Business Day after mailing ifsent by air mail, certified or registered mail, return receipt requested and postage prepaid, ineach case to the address set forth below (or to such other address or addressee as a Party mayspecify by notice given hereunder);(a)     If to Focus Media**Focus Media Holding Limited**