CONFIDENTIAL
Ex. 10.17
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
SHANGHAI FOCUS MEDIA CO., LTD.
SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD
AND
LOCAL ADVERTISEMENT COMPANIES LISTED IN APPENDIX I
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EQUITY PLEDGE AGREEMENT
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JANUARY 13, 2006
EQUITY PLEDGE AGREEMENT
This EQUITY PLEDGE AGREEMENT (hereinafter, this "AGREEMENT") is entered into in
the People's Republic of China (hereinafter, "PRC") as of January 13, 2006 by
and among the following Parties:
(1) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter "FOCUS MEDIA
ADVERTISEMENT")
REGISTERED ADDRESS: F Room 1003, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx
LEGAL REPRESENTATIVE: Xxxxx Xxxxxxx Xxxxx
(2) SHANGHAI FOCUS MEDIA CO., LTD.(hereinafter "FOCUS MEDIA ")
REGISTERED ADDRESS: Xxxx X00, 00 Xxxxx, Xx.000, Xxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx
LEGAL REPRESENTATIVE: Xxxxx Xxxxxxx Xxxxx
(3) SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD (hereinafter "PLEDGEE ")
REGISTERED ADDRESS: Xxxx 0, 00 Xxx, Xxxxxxxx Xx., Xxxxxxxx
LEGAL REPRESENTATIVE: Xxxxx Xxxxxxx Xxxxx
(4) LOCAL ADVERTISEMENT COMPANIES LISTED IN THE APPENDIX I OF THIS AGREEMENT
(The above Parties hereinafter each referred to as a "PARTY" individually, and
collectively, the "PARTIES". Among them, Focus Media Advertisement and Focus
Media hereinafter referred to as a "PLEDGOR" individually, and collectively, the
"PLEDGORS".)
WHEREAS:
(1) As of the date of this Agreement, the Pledgors are the enrolled
shareholders of the companies listed in Appendix I to the Agreement,
legally holding all the equity interest of the companies listed in Appendix
I.
(2) Pursuant to the Call Option Agreement dated as of January 13 2006 among the
Pledgees, the Pledgors and the Target Companies (as defined below)
(hereinafter, the "CALL OPTION AGREEMENT"), the Plegors shall transfer part
or all of the equity
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interest of the Target Companies to the Pledgees and/or any other entity or
individual designated by the Pledgees at the request of the Pledgees.
(3) Pursuant to the Shareholders' Voting Right Proxy Agreement dated as of
January 13, 2006 among the Pledgeees, the Target Company and the Pledgors
(hereinafter, the "PROXY AGREEMENT"), Pledgors have already entrusted the
person designated by the Pledgees with full power to exercise on their
behalf all of their shareholders' voting rights in respect of the relevant
Target Companies.
(4) As security for performance by the Pledgors of the Contract Obligations (as
defined below) and repayment of the Guaranteed Liabilities (as defined
below), the Pledgors agree to pledge all of their Target Company Equity to
the Pledgees and grant the Pledgees the right to request for repayment in
first priority and the Target Companies agree such equity pledge
arrangement.
THEREFORE, the Parties hereby have reached the following agreement upon mutual
consultations:
ARTICLE 1 DEFINITION
1.1 Except as otherwise construed in the context, the following terms in this
Agreement shall be interpreted to have the following meanings:
"CONTRACT OBLIGATIONS" shall mean all contractual obligations of a Pledgor under
the Call Option Agreement and Proxy Agreement; all contractual obligations of a
Target Company under the Call Option Agreement, Proxy Agreement, Technology
Permission and Service Agreement; all contractual obligations of an Individual
Pledgor under the Loan Agreement; and all contractual obligations of a Pledgor
under this Agreement.
"TARGET COMPANY" shall mean any and all companies listed in Appendix I.
"GUARANTEED LIABILITIES" shall mean all direct, indirect and consequential
losses and losses of foreseeable profits suffered by Pledgees due to any
Breaching Event (as defined below) a Pledgor and/or a Target Company, and all
fees incurred by Pledgees for the enforcement of the Contractual Obligations of
a Pledgor and/or a Target Company.
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"TRANSACTION AGREEMENTS" shall mean the Call Option Agreement and the Proxy
Agreement.
"BREACHING EVENT" shall mean any breach by either Pledgor of its Contract
Obligations under the Proxy Agreement, Call Option Agreement and/or this
Agreement; any breach by a Target Company of its Contract Obligations under the
Call Option Agreement, Proxy Agreement, Technology Permission and Service
Agreement; and any breach by an Individual Pledgor of its Contractual
Obligations under the Loan Agreement.
"PLEDGED PROPERTY" shall mean all of the equity interest in the Target Companies
which is legally owned by the Pledgor as of the effective date hereof and is to
be pledged to the Pledgees by it according to provisions hereof as the security
for the performance of the Contractual Obligations by it and the Target
Companies (for details of such equity interest, see Appendix I), and the
increased capital contribution and equity interest described in Articles 2.6 and
2.7 hereof.
"PRC LAW" shall mean the then valid laws, administrative regulations,
administrative rules, local regulations, judicial interpretations and other
binding regulatory documents of the People's Republic of China.
1.2 The references to any PRC Law herein shall be deemed:
(1) to include the references to the amendments, changes, supplements and
reenactments of such law, irrespective of whether they take effect
before or after the formation of this Agreement; and
(2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.
1.3 Except as otherwise stated in the context herein, all references to an
Article, clause, item or paragraph shall refer to the relevant part of this
Agreement.
ARTICLE 2 EQUITY PLEDGE
2.1 Each Pledgor hereby agrees to pledge the Pledged Property, which it legally
owns
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and has the right to dispose of, to Pledgees according to the provisions
hereof as the security for the performance of the Contract Obligations and
the repayment of the Guaranteed Liabilities. Each Target Company hereby
agrees that the Pledgors legally holding equity interest in it to pledge
the Pledged Property to the Pledgees according to the provisions hereof.
2.2 Each Pledgor hereby undertakes that it will be responsible for, recording
the arrangement of the equity pledge hereunder (hereinafter, the "EQUITY
PLEDGE") on the shareholder register of each Target Company on the date
hereof, and will do its best endeavor to make registration with
registration authorities of industry and commerce of each Target Company.
Each Target Company respectively undertakes that it will do its best to
cooperate with the Pledgors to complete the registration with authorities
of industry and commerce under this Article.
2.3 During the valid term of this Agreement, except for the willful misconduct
or gross negligence of Pledgees which has direct cause and effect
relationship the reduction in value of the Pledged Property, Pledgees shall
not be liable in any way to, nor shall Pledgors have any right to claim in
any way or propose any demands on Pledgee, in respect of the said reduction
in value of the Pledged Property.
2.4 To the extent not violating provision of Article 2.3 above, in case of any
possibility of obvious reduction in value of the Pledged Property which is
sufficient to jeopardize Pledgee's rights, Pledgees may at any time auction
or sell off the Pledged Property on behalf of Pledgors, and discuss with
Pledgors to use the proceeds from such auction or sale-off as pre-repayment
of the Guaranteed Liabilities, or may submit such proceeds to the local
notary institution where Pledgees are domiciled (any fees incurred in
relation thereto shall be borne by Pledgors).
2.5 The Pledgees as Pledgee shall be deemed to have created the encumbrance of
first order in priority on the Pledged Property, and in case of any
Breaching Event, the Pledgees shall have the right to dispose of the
Pledged Property in the way set out in Article 4 hereof.
2.6 Only upon prior consent by Pledgees shall Pledgors be able to increase
their capital contribution to any or all of the Target Companies. Further
capital
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contribution made by Pledgor (s) in the Target Company shall also be part
of the Pledged Property.
2.7 Only upon prior consent by Pledgees shall Pledgors be able to receive
dividends or share profits from the Pledged Property. The dividends or the
profits received by Pledgors from the Pledged Property shall be deposited
into Pledgees's bank account designated by Pledgees respectively, to be
under the supervision of Pledgees and used as the Pledged Property to repay
in priority the Guaranteed Liabilities.
ARTICLE 3 RELEASE OF PLEDGE
In respect of equity interest of any Target Company, upon full and complete
performance by relevant Pledgors of all of their Contractual Obligations,
Pledgees shall, at the request of relevant Pledgors, release the pledge created
on such Target Company under this Agreement, and shall cooperate with relevant
Pledgors to go through the formalities to cancel the record of the Equity Pledge
in the shareholder register of the relevant Target Company; in case of the
Equity Pledge having been recorded at the registration department of
Administration of Industry and Commerce of the Target Company, the relevant
Parties shall cooperate with each other to go through the formalities to cancel
such record of the Equity Pledge. The reasonable fees incurred in connection
with such release to be borne by Pledgees.
ARTICLE 4 DISPOSAL OF THE PLEDGED PROPERTY
4.1 Pledgors, Target Companies and Pledgees hereby agree that, in case of any
Breaching Event, the Pledgees shall have the right to exercise, upon giving
written notice to Pledgors, all of the remedial rights and powers enjoyable
by them under PRC Law, Transaction Agreements and the terms hereof,
including but not limited to being repayment in priority with proceeds from
auctions or sale-offs of the Pledged Property. Pledgees shall not be liable
for any loss as the result of their reasonable exercise of such rights and
powers.
4.2 Pledgees shall have the right to designate in writing its legal counsel or
other agents to exercise on their respective behalf any and all rights and
powers set out above, and neither Pledgors nor Target Companies shall not
oppose thereto.
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4.3 The reasonable costs incurred by Pledgees in connection with their exercise
of any and all rights and powers set out above shall be borne by Pledgors,
and Pledgees shall have the right to deduct the costs actually incurred
from the proceeds that they acquire from the exercise of the rights and
powers.
4.4 The proceeds that Pledgees acquire from the exercise of their respective
rights and powers shall be used in the priority order as follows:
- First, to pay any cost incurred in connection with the disposal of the
Pledged Property and the exercise by Pledgees of their respective
rights and powers (including remuneration paid to their respective
legal counsels and agents);
- Second, to pay any taxes and levies payable for the disposal of the
Pledged Property; and
- Third, to repay Pledgees for the Guaranteed Liabilities.
In case of any balance after payment of the above amounts, Pledgees shall
return the same to Pledgors or other persons entitled thereto according to
the relevant laws and rules or submit the same to the local notary
institution where Pledgees are domiciled (any fees incurred in relation
thereto shall be borne by Pledgors).
4.5 Pledgees shall have the option to exercise, simultaneously or in certain
sequence, any of the remedies at breaching that it is entitled to in
respect of the equity interest of any Target Company holding by any
Pledgor; Pledgees shall not be obliged to exercise other remedies at
breaching before their exercise of the right to the auctions or sale-offs
of the Pledged Property hereunder. Pledgors or Target Companies shall not
oppose to whether Pledgees exercise any part of the right to the pledge or
the sequence of exercising the pledge interest.
ARTICLE 5 FEES AND COSTS
All costs actually incurred in connection with the establishment of the Equity
Pledge hereunder, including but not limited to stamp duties, any other taxes,
all legal fees, etc shall be borne by Pledgees.
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ARTICLE 6 CONTINUITY AND NO WAIVE
The Equity Pledge hereunder is a continuous guarantee, with its validity to
continue until the full performance of the Contractual Obligations or the full
repayment of the Guaranteed Liabilities. Neither exemption or grace period
granted by Pledgees to Pledgors in respect of their breach, nor delay by
Pledgees in exercising any of their rights under the Transaction Agreements and
this Agreement shall affect the rights of Pledgee under this Agreement, relevant
PRC Law and the Transaction Agreements, the rights of Pledgees to demand at any
time thereafter the strict performance of the Transaction Agreements and this
Agreement by Pledgors or the rights Pledgee may be entitled to due to subsequent
breach by Pledgors of the obligations under the Transaction Agreements and/or
this Agreement.
ARTICLE 7 REPRESENTATIONS AND WARRANTIES BY PLEDGORS
Each of Pledgor hereby, in respect of itself and Target Company in which it
holds equity interest, represents and warrants to Pledgees as follows:
7.1 Each of the Pledgor is a company with limited liability duly organized and
validly existing under the PRC Law and is a company with full and
independent legal status and legal capacity to execute, deliver and perform
this Agreement, and may act independently as a litigant party, and has full
power and authorization to execute and deliver this Agreement and all the
other documents to be entered into by it in relation to the transaction
referred to herein, and it has the full power and authorization to complete
the transaction referred to herein.
7.2 Target Company is a limited liability corporation duly incorporated and
validly existing under PRC Law, it has independent status as a legal
person; it has full and independent legal status and capacity to execute,
deliver and perform this Agreement and can independently be a subject of
actions. It has full right and authorization to execute and deliver this
Agreement and other documents relating to the transaction as stipulated in
this Agreement and to be executed by them. It also has full right and
authorization to complete the transaction stipulated in this Agreement.
7.3 All reports, documents and information concerning Pledgors and all matters
as required by this Agreement which are provided by Pledgors to Pledgee
before this
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Agreement comes into effect are true, correct and effective in all material
aspects as of the execution hereof.
7.5 At the time of the effectiveness of this Agreement, Pledgors are the sole
legal owner of the Pledged Property, with no existing dispute whatever
concerning the ownership of the Pledged Property. Pledgors have the right
to dispose of the Pledged Property or any part thereof.
7.6 Except for the encumbrance set on the Pledged Property hereunder and the
rights set under the Transaction Agreements, there is no other encumbrance
or third party interest set on the Pledged Property.
7.7 The Pledged Property is capable of being pledged or transferred according
to the laws, and Pledgors have the full right and power to pledge the
Pledged Property to Pledgee according to this Agreement.
7.8 This Agreement constitutes the legal, valid and binding obligations on
Pledgors when it is duly executed by Pledgors.
7.9 Any consent, permission, waive or authorization by any third person, or any
approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any
government authority to be handled or obtained in respect of the execution
and performance hereof and the Equity Pledge hereunder have already been
handled or obtained, and will be fully effective during the valid term of
this Agreement.
7.10 The execution and performance by Pledgors of this Agreement are not in
violation of or conflict with any laws applicable to them, or any agreement
to which they are a party or which has binding effect on their assets, any
court judgment, any arbitration award, or any administration authority
decision.
7.11 The pledge hereunder constitutes the encumbrance of first order in priority
on the Pledged Property.
7.12 All taxes and fees payable in connection with acquisition of the Pledged
Property have already been paid in full amount by Pledgors.
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7.13 There is no pending or, to the knowledge of Pledgors, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against Pledgors, or their property, or the Pledged Property, nor is there
any pending or, to the knowledge of Pledgors, threatened litigation, legal
process or demand by any government authority or any administration
authority against Pledgors, or their property, or the Pledged Property,
which is of material or detrimental effect on the economic status of
Pledgors or their capability to perform the obligations hereunder and the
Guaranteed Liabilities.
7.14 Pledgors hereby warrant to Pledgee that the above representations and
warranties will remain true, correct and effective at any time and under
any circumstance before the Contractual Obligations are fully performed or
the Guaranteed Liabilities are fully repaid, and will be fully complied
with.
ARTICLE 8 - REPRESENTATIONS AND WARRANTIES BY TARGET COMPANY
The Target Companies hereby individually represents and warrants to Pledgee as
follows:
8.1 Target Company is a limited liability corporation duly incorporated and
validly existing under PRC Law, with full capacity of disposition and has
obtained due authorization to execute, deliver and perform this Agreement
and can independently be a subject of actions.
8.2 All reports, documents and information concerning Pledged Property and all
matters as required by this Agreement which are provided by Target Company
to Pledgee before this Agreement comes into effect are true, correct and
effective in all material aspects as of the execution hereof.
8.3 All reports, documents and information concerning Pledged Property and all
matters as required by this Agreement which are provided by Target Company
to Pledgee after this Agreement comes into effect are true, correct and
effective in all material aspects upon provision.
8.4 This Agreement constitutes the legal, valid and binding obligations on
Target Company when it is duly executed by Target Company.
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8.5 It has full right and authorization to execute and deliver this Agreement
and other documents relating to the transaction as stipulated in this
Agreement and to be executed by them. It also has full right and
authorization to complete the transaction stipulated in this Agreement.
8.6 There is no pending or, to the knowledge of Target Company, threatened
litigation, legal process or demand by any court or any arbitral tribunal
against Target Company, or their property (including but are not limited to
the Pledged Property), nor is there any pending or, to the knowledge of
Target Company, threatened litigation, legal process or demand by any
government authority or any administration authority against Target
Company, or their property (including but are not limited to the Pledged
Property), which is of material or detrimental effect on the economic
status of Target Company or their capability to perform the obligations
hereunder and the Guaranteed Liabilities.
8.7 Each of Target Company hereby agree to bear joint responsibilities to
Pledgees in respect of the representations and Warranties made by its
relevant Plegor according to Article 7.5, Article 7.6, Article 7.7, Article
7.9 and Article 7.11 hereof.
8.8 Target Company hereby warrant to Pledgee that the above representations and
warranties will remain true, correct and effective at any time and under
any circumstance before the Contractual Obligations are fully performed or
the Guaranteed Liabilities are fully repaid, and will be fully complied
with.
ARTICLE 9 - UNDERTAKINGS BY PLEDGORS
Each of Pledgors hereby individually undertakes to Pledgee in respect of it and
its Target Company of which it holds equity as follows:
9.1 Without the prior written consent by Pledgee, Pledgors shall not establish
or permit to establish any new pledge or any other encumbrance on the
Pledged Property.
9.2 Without first giving written notice to Pledgee and having Pledgee's prior
written consent, Pledgors shall not transfer the Pledged Property, and any
attempt by
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Pledgors to transfer the Pledged Property shall be null and void. The
proceeds from transfer of the Pledged Property by Pledgors shall be used to
repay to Pledgee in advance the Guaranteed Liabilities or submit the same
to the third party agreed with Pledgee.
9.3 In case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Pledgors or Pledgee under the Transaction
Agreements and hereunder or the Pledged Property, Pledgors undertake to
notify Pledgee thereof in writing as soon as possible and promptly and
shall take, at the reasonable request of Pledgee, all necessary measures to
ensure the pledge interest of Pledgee in the Pledged Property.
9.4 Pledgors shall not carry on or permit any act or action which may affect
detrimentally the interest of Pledgee under the Transaction Agreements and
hereunder or the Pledged Property.
9.5 Pledgors guarantee that they shall, at the reasonable request of Pledgee,
take all necessary measures and execute all necessary documents (including
but not limited to supplementary agreement hereof) in respect of ensuring
the pledge interest of Pledgee in the Pledged Property and the exercise and
realization of the rights thereof.
9.6 In case of assignment of any Pledged Property as the result of the exercise
of the right to the pledge hereunder, Pledgors guarantee that they will
take all necessary measures to realize such assignment.
9.7 In case of the expiration of term of operation of the Target Companies
during the term of this Agreement, without prior written consent from the
Pledgees, the Pledgor shall take all necessary measure to extend the term
of operation of the Target Company until the expiration of this Agreement.
ARTICLE 10 - UNDERTAKINGS BY TARGET COMPANY
10.1 Any consent, permission, waive or authorization by any third person, or any
approval, permission or exemption by any government authority, or any
registration or filing formalities (if required by laws) with any
government authority to be handled or obtained in respect of the execution
and performance
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hereof and the Equity Pledge hereunder will be cooperated to handle or
obtain by Target Company to their best and will be ensured to remain full
effective during the valid term of this Agreement.
10.2 Without the prior written consent by Pledgee, Target Company shall not
cooperate to establish or permit to establish any new pledge or any other
encumbrance on the Pledged Property.
10.3 Without having Pledgee's prior written consent, Target Company shall not
cooperate to transfer or permit to transfer the Pledged Property.
10.4 In case of any litigation, arbitration or other demand which may affect
detrimentally the interest of Target Company or Pledgee under the
Transaction Agreements and hereunder or the equity of Target Company as the
Pledged Property, Target Company undertake to notify Pledgee thereof in
writing as soon as possible and promptly and shall take, at the reasonable
request of Pledgee, all necessary measures to ensure the pledge interest of
Pledgee in the Pledged Property.
10.5 Target Company shall not carry on or permit any act or action which may
affect detrimentally the interest of Pledgee under the Transaction
Agreements and hereunder or the Pledged Property.
10.6 Target Company shall provide Pledgees with the financial statement of the
last calendar season within the first month of each calendar season,
including but are not limited to the balance sheet, the income statement
and the statement of cash flow.
10.7 Target Company guarantee that they shall, at the reasonable request of
Pledgee, take all necessary measures and execute all necessary documents
(including but not limited to supplementary agreement hereof) in respect of
ensuring the pledge interest of Pledgee in the Pledged Property and the
exercise and realization of the rights thereof.
10.8 In case of assignment of any Pledged Property as the result of the exercise
of the right to the pledge hereunder, Target Company guarantee that they
will take all
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necessary measures to realize such assignment.
ARTICLE 11 - CHANGE OF CIRCUMSTANCES
11.1 As supplement and subject to compliance with other terms of the Transaction
Agreements and this Agreement, in case that at any time the promulgation or
change of any PRC Law, regulations or rules, or change in interpretation or
application of such laws, regulations and rules, or the change of the
relevant registration procedures enables Pledgee to believe that it will be
illegal or in conflict with such laws, regulations or rules to further
maintain the effectiveness of this Agreement and/or dispose of the Pledged
Property in the way provided herein, Pledgors and Target Company shall, at
the written direction of Pledgee and in accordance with the reasonable
request of Pledgee, promptly take actions and/or execute any agreement or
other document, in order to:
(1) keep this Agreement remain in effect;
(2) facilitate the disposal of the Pledged Property in the way provided
herein; and/or
(3) maintain or realize the intention or the guarantee established
hereunder.
ARTICLE 12 - EFFECTIVENESS AND TERM OF THIS AGREEMENT
12.1 This Agreement shall become effective upon the satisfaction of all of the
following conditions in respect of any Target Company and any Pledgor who
holds the equity of the Target Company:
(1) this Agreement is duly executed by Pledgors, the Target Company and
the Pledgors who pledge the equity of the Target Company; and
(2) the Equity Pledge hereunder has been legally recorded in the
shareholders' register of the Target Company.
Pledgors shall provide the registration certification of the Equity Pledge
being recorded in the shareholders' register as mentioned above to Pledgee
in a way satisfactory to Pledgee.
12.2 This Agreement shall have its valid term until the full performance of the
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Contractual Obligations or the full repayment of the Guaranteed
Liabilities.
ARTICLE 13 - NOTICE
13.1 Any notice, request, demand and other correspondences made as required by
or in accordance with this Agreement shall be made in writing and delivered
to the relevant Party.
13.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile; it shall
be deemed to have been delivered when it is delivered if delivered in
person; it shall be deemed to have been delivered five (5) days after
posting the same if posted by mail.
ARTICLE 14 - MISCELLANEOUS
14.1 Pledgee may, upon notice to Pledgors but not necessarily with Pledgors'
consent, assign Pledgee's rights and/or obligations hereunder to any third
party; provided that Pledgors may not, without Pledgee's prior written
consent, assign Pledgors' rights, obligations and/or liabilities hereunder
to any third party. Successors or permitted assignees (if any) of Pledgors
shall continue to perform the obligations of Pledgors under this Agreement.
14.2 This Agreement shall be prepared in the Chinese language in six (6)
original copies, with each involved Party holding one (1) copy.
14.3 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to PRC Law.
14.4 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties, and if the Parties cannot reach an
agreement regarding such disputes within thirty (30) days of their
occurrence, such disputes shall be submitted to [China International
Economic and Trade Arbitration Commission Shanghai Branch] for arbitration
in [Shanghai] in accordance with the arbitration rules of such Commission,
and the arbitration award shall be final and binding on all Parties.
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14.5 Any rights, powers and remedies empowered to any Party by any provisions
herein shall not preclude any other rights, powers and remedies enjoyed by
such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies by
such Party.
14.6 Any failure or delay by a Party in exercising any of its rights, powers and
remedies hereunder or in accordance with laws (hereinafter, the "PARTY'S
RIGHTS") shall not lead to a waiver of such rights, and the waiver of any
single or partial exercise of the Party's Rights shall not preclude such
Party from exercising such rights in any other way and exercising the
remaining part of the Party's Rights.
14.7 The titles of the Articles contained herein shall be for reference only,
and in no circumstances shall such titles be used in or affect the
interpretation of the provisions hereof.
14.8 Each provision contained herein shall be severable and independent from
each of other provisions, and if at any time any one or more articles
herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions herein shall not be affected as
a result thereof.
14.9 This Agreement shall substitute any other documents on the same subject
executed by relevant Parties hereof once duly executed.
14.10 Any amendments or supplements to this Agreement shall be made in writing.
Except for assignment by Pledgee of its rights hereunder according to
Article 15.1 of this Agreement, the amendments or supplements to this
Agreement shall take effect only when properly signed by the Parties to
this Agreement. Notwithstanding the preceding sentence, considering the
rights and obligations of Target Company and Pledgors are severable and
independent, in case the amendment or supplement is intended to have impact
upon one Party of the Target Company and part of the Pledgors who hold the
equity interest, the amendment or supplement requires the consent by the
Target Company and the part of the Pledgors only and it is not required to
obtain the consent of other Target Company and other Pledgors (to the
extent the amendment or supplement does not have impact upon such Pledgor).
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14.11 This Agreement shall be binding on the legal successors of the Parties.
14.12 At the time of execution hereof, each of Pledgors shall sign respectively
a power of attorney (as set out in Appendix II hereto, hereinafter, the
"POWER OF ATTORNEY") to authorize any person designated by Pledgee to sign
on its behalf according to this Agreement any and all legal documents
necessary for the exercise by Pledgee's rights hereunder. Such Power of
Attorney shall be delivered to Pledgee to keep in custody and, when
necessary, Pledgee may at any time submit the Power of Attorney to the
relevant government authority.
[The remainder of this page is left blank]
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IN WITNESS HEREOF, the following Parties have caused this Equity Pledge
Agreement to be executed as of the date and in the place first here above
mentioned.
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO.,
LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHANGHAI FOCUS MEDIA CO., LTD
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
CO., LTD
(chop)
Signature by: /s/ Xxx Xxx
--------------------------
Name: Xxx Xxx
Position: Legal Representative
SHANGHAI FRAMEDIA ADVERTISEMENT
DEVELOPMENT CO., LTD
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
SHANGHAI NEW FRAME ADVERTISEMENT CO.,
LTD
(chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
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APPENDIX I:
BASIC INFORMATION OF THE TARGET COMPANIES
REGISTERED REGISTERED LEGAL EQUITY
COMPANY NAME ADDRESS CAPITAL (RMB) REPRESENTATIVE STRUCTURE
------------ ---------- ------------- -------------- --------------
Shanghai Framedia Xxxx 00, 1,000,000 Xxxxx Focus Media
Advertisement 77 Lane, Xxxxxxx Xxxxx Advertisement:
Development Co., Yueyang 90%
Ltd Rd. Focus Media:
10%
Shanghai New Room 1, 1,000,000 Xxxxx Focus Media
Frame 17 Lane, Xxxxxxx Xxxxx Advertisement:
Advertisement Hengshan 90%
Co., Ltd Rd. Focus Media:
10%
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APPENDIX II:
FORMAT OF THE POWER OF ATTORNEY
The company, ____________, hereby entrusts ____________, [with his/her identity
card number ____________,] to be the company's authorized trustee to sign on the
company's behalf all legal documents necessary or desirous for Shanghai Framedia
Investment Consultancy Co., Ltd. to exercise its rights under the Equity Pledge
Agreement dated [_________] 2006 between it, our company and Shanghai Framedia
Advertisement Development Co., Ltd, Shanghai New Frame Advertisement Co., Ltd
and other relevant parties.
Signature:
-----------------------------
Date:
----------------------------------
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