EXHIBIT 10.74
Call Option Agreement-Participation Letter of Hefei Fukesi
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 HEFEI FUKESI ADVERTISING CO., LTD. (registered
address: Xxxx 0000X, Xxxxx Xxxxxx Building, No. 156 Shouchun Road, Hefei)
(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 90% and 10% 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 Hefei Fukesi
[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
HEFEI FUKESI ADVERTISING 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
