EXHIBIT 10.89
Call Option Agreement-Participation Letter of Shenzhen Bianjie
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
CALL OPTION AGREEMENT
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address: Room 1003 F,
Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) and SHANGHAI FOCUS MEDIA
ADVERTISING AGENCY CO., LTD., (registered address: Xxxx X00, 00 Xxxxx,
Xx.000, Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) (hereinafter the
"PARTICIPATING SHAREHOLDER"), and SHENZHEN BIANJIE BUILDING ADVERTISEMENT CO.,
LTD. (registered address: Xxxx 0000X, Qunxing Plaza, Xx. 00 Xxxxxx Xxxx, Xxxxxx
Xxxxxxxx, Xxxxxxxx) (hereinafter the "NEW TARGET COMPANY"), as independent
party, hereby agree to participate in the Shareholders' Voting Rights Call
Option Agreement among Focus Media Technology (Shanghai) Co., Ltd. (hereinafter
"FOCUS MEDIA TECHNOLOGY"), Shanghai Focus Media Advertisement Co., Ltd. and
other relevant parties (hereinafter the "CALL OPTION AGREEMENT") dated March 28
2005. The Participating Shareholder hereby grant Focus Media Technology with an
irrevocable equity Call Option (hereinafter "CALL OPTION") in respect to 99% and
1% of the equity share of the New Target Company (hereinafter "NEWLY INCREASED
EQUITY SHARE") respectively held by the Participating Shareholder. Once this
Acknowledgement Letter is executed by the Participating Shareholder and the New
Target Company, the New Target Company and the Newly Increased Equity Share
shall be deemed to be the "Target Company" and "Option Equity" defined under the
Call Option Agreement, and the Participating Shareholder and the New Target
Company shall be deemed to have made the same undertakings and warranties
related to the New Target Company and Option Equity with those of Shareholders
and Target Companies under the Call Option Agreement have made related to
"Target Company" and "Option Equity" (to the extent that is related and
applicable to the Participating Shareholder and the Participated Target
Company), and acknowledged and agreed to respectively perform the same
obligations in the Call Option Agreement (to the extent that is related and
applicable to the Participating Shareholder and the Participated Target
Company).
Call Option Agreement-Participation Letter of Shenzhen Bianjie
[EXECUTION PAGE]
SHANGHAI FOCUS MEDIA ADVERISEMENT CO., LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHENZHEN BIANJIE BUILDING ADVERTISEMENT CO., LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006