Exhibit 10.58
Equity Pledge Agreement-
New Focus Media Acknowledge Letter
ACKNOWLEDGE LETTER FOR PARTICIPATION OF
EQUITY PLEDGE AGREEMENT
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. (registered
address(pound)(0)Room A72, 28 Floor, Xx.000, Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxxxxx), XXXXXXXX FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered
address(pound)(0)Room 1003F, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxxxxx), (hereINafter "PARTICIPATING PLEDGORS" collectively) and SHANGHAI NEW
FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 00X-00, Xx. 000,
Xxx'xx Xxxx (X), Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) (hereinafter "PARTICIPATING
TARGET COMPANY") hereby agree to participate in Equity Pledge Agreement dated on
March 28, 2005 among Focus Media Technology (Shanghai) Co., Ltd.
(hereinafter "FOCUS MEDIA TECHNOLOGY"), Focus Media Digital Information
Technology (Shanghai) Co, Ltd., Shanghai Focus Media Advertisement Co., Ltd. and
other relevant parties (hereinafter "EQUITY PLEDGE AGREEMENT") as an independent
contract party. Participating Pledgors and Participating Target Company pledge
the equity of the Participating Target Companies which constitute 100% of the
registered capital of the Participating Target Companies to Focus Media
Technology as the date of the Acknowledgement Letter to secure the following
contractual obligations:
1. Contractual obligation for the Participating Pledgeors:
(a) Participating Pledgeors' obligation under the Call Option Agreement
among Focus Media Technology and other relevant parties dated March
28, 2005 (hereinafter "CALL OPTION AGREEMENT") Participating by the
Participating Pledgeors pursuant to the Acknowledge Letter dated May
22, 2006; and
(b) Participating Pledgeors' obligation under the Shareholder's Voting
Rights Proxy Agreement among Focus Media Technology and other relevant
parties dated March 28 2005 (hereinafter "VOTING RIGHTS PROXY
AGREEMENT") Participating by the Participating Pledgeors pursuant to
the Acknowledge Letter dated May 22, 2006.
2. Contractual obligation for the Participating Target Company:
(a) Participating Target Company's obligation under the Call Option
Agreement Participating by the Participating Target Company pursuant
to the Acknowledge Letter dated May 22, 2006; and
(b) Participating Target Company's obligation under the Shareholder's
Voting Rights Proxy Agreement Participating by the Participating
Target Company pursuant to the Acknowledge Letter dated May 22, 2006.
This Acknowledgement Letter once executed by the Participating Pledgeors
and Participating Target Company, Participating Pledgeors and Participating
Target Companies shall make the same undertakings and warranties with those of
Pledgeors and Target Companies under the Equity Pledge Agreement (which shall in
relation to the Participating Pledgeors and Participating Target Company, and
shall be limited to those applicable to Participating Pledgeors and
Participating Target Company), agree to perform the obligations of Pledgors and
Target Company stipulated in the Equity Pledge Agreement (which shall in
relation to the Participating Pledgeors and Participating Target Company, and
shall be limited to those applicable to Participating Pledgeors and
Participating Target Company), and admit the rights and obligations of Parties
under the Equity Pledge Agreement.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK]
Equity Pledge Agreement-
New Focus Media Acknowledge Letter
[EXECUTION PAGE]
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD.
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO, LTD
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
