EXHIBIT 10.77
Call Option Agreement-Participation Letter of Shanghai On-Target
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 XXXXX XXX XX
(Identity Card Number: 310106731015081) (hereinafter the "PARTICIPATING
SHAREHOLDER"), and SHANGHAI ON-TARGET ADVERTISEMENT CO., LTD. (registered
address: Room 1003H, Xx. 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx 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. Participating
Shareholder hereby grant Focus Media Technology with an irrevocable equity Call
Option (hereinafter "CALL OPTION") in respect to 60% and 40% of the equity share
of New Target Company (hereinafter "NEWLY INCREASED EQUITY SHARE") respectively
held by Participating Shareholder. Once this Acknowledgement Letter is executed
by Participating Shareholder and New Target Company, 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 Participating
Shareholder and New Target Company shall be deemed to have made the same
undertakings and warranties related to New Target Company and Option Equity with
those of the 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 Participating Shareholder and 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 Participating Shareholder and Participated Target Company).
Call Option Agreement-Participation Letter of Shanghai On-Target
[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
XXXXX XXX XX
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Date: May 22, 2006
SHANGHAI ON-TARGET 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
