obligation,plan, offer, commitment, arrangement or understanding to which a Person is a party or by which anyof its properties or assets may be bound or affected, in each case as amended, supplemented, waivedor otherwise modified.     “Governmental Body” means any government or governmental, quasi-governmental orregulatory body thereof, or political subdivision thereof, whether foreign, federal, state, orlocal, 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, ruleor regulation having the force of law, declaration or agency requirement.     “Liability” means any debt, liability, commitment, obligation, demand or assessment ofany 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 orotherwise, whenever or however arising (including, whether arising out of any Contract or tortbased 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 restrictivecovenant or agreement, voting trust or agreement, transfer restriction (other than transferrestrictions arising under applicable federal, state or foreign statutory Laws) or other similarrestriction or encumbrance.     “NASDAQ” means the NASDAQ Stock Market.     “Order” means any order, injunction, judgment, decree, ruling, writ, assessment orarbitration award of a Governmental Body.     “Organizational Documents” means: (i) with respect to any corporation, its articles orcertificate of incorporation and by-laws, (ii) with respect to any limited liability company, thelimited liability company or operating agreement and articles of organization or articles orcertificate of formation of a limited liability company and (iii) with respect to any other type ofentity, 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$200,000,010.     “Repurchased ADSs” means an aggregate of 9,523,810 ADSs owned by the Seller as of thedate hereof.
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     1.2 Terms Defined Elsewhere in this Agreement. For purposes of this Agreement, thefollowing terms have meanings set forth in the Sections indicated:   Term Section   Agreement PreambleChosen Courts 7.3(b)Closing 3.1Closing Date 3.1Focus Media PreambleFocus Media Documents 5.2Seller Documents 4.2Seller Preamble     1.3 Other Definitional and Interpretive Matters. Unless otherwise expressly provided,for purposes of this Agreement, the following rules of interpretation shall apply:          (a) Dollars. Any reference in this Agreement to US$ shall mean United States dollars.          (b) Schedules. All Schedules attached hereto or referred to herein are herebyincorporated in and made a part of this Agreement as if set forth in full herein. Disclosure ofany item in a Schedule shall be deemed to be disclosure made with respect to each other Schedule towhich the relevance of such disclosure is readily apparent on its face. Disclosure of any item onany Schedule shall not constitute an admission or indication that such item or matter is materialor would have a material adverse effect on the ability of the Seller to perform its obligationsunder this Agreement or to consummate the transactions hereby. No disclosure on a Schedulerelating to a possible breach or violation of any Contract, Law, Permit or Order shall be construedas an admission or indication that a breach or violation exists or has actually occurred. Anycapitalized terms used in any Schedule, but not otherwise defined therein, shall be defined as setforth in this Agreement          (c) Gender and Number. Any reference in this Agreement to gender shall include allgenders, 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 andother subdivisions and the insertion of headings are for convenience of reference only and shallnot affect or be utilized in construing or interpreting this Agreement. All references in thisAgreement to any “Section” or “Article” are to the corresponding Section or Article of thisAgreement 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 appearunless the context otherwise requires.          (f) Including. The word “including” or any variation thereof means (unless thecontext of its usage otherwise requires) “including, without limitation” and shall not be
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construedto limit any general statement that it follows to the specific or similar items or mattersimmediately following it.          (g) Documents. References to any Contract or other document, including thisAgreement, 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 withany applicable restrictions or requirements set forth therein.          (h) Interpretation. The parties hereto have participated jointly in the negotiationand drafting of this Agreement and, in the event an ambiguity or question of intent orinterpretation 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 ofthe 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 andsubject to the conditions set forth in this Agreement, the Seller shall sell, convey, transfer andassign to Focus Media, and Focus Media shall repurchase, acquire and accept from the Seller, all ofthe 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 theSeller an aggregate cash amount equal to the Purchase Price by wire transfer of immediatelyavailable funds to the account or accounts designated by the Seller.**ARTICLE III**