EXHIBIT 10.88
Equity Pledge Agreement-Participation Letter of Shenzhen Bianjie
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
EQUITY PLEDGE 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
"PARTICIPATED PLEDGOR"), and SHENZHEN BIANJIE BUILDING ADVERTISEMENT CO., LTD.
(registered address: Xxxx 0000X, Qunxing Plaza, Xx. 00 Xxxxxx Xxxx, Xxxxxx
Xxxxxxxx, Xxxxxxxx) (hereinafter the "PARTICIPATED TARGET COMPANY"), hereby
agree to participate in Equity Pledge Agreement dated on March 28, 2005 between
Focus Media Technology (Shanghai) Co., Ltd. (hereinafter "FOCUS MEDIA
TECHNOLOGY"), Focus Media Digital Information Technology (Shanghai) Co, Ltd.
(hereinafter "FOCUS MEDIA DIGITAL"), Shanghai Focus Media Advertisement Co.,
Ltd. and other relevant parties (hereinafter the "EQUITY PLEDGE AGREEMENT") as
an independent contract party. The Participated Pledgor and the Participated
Target Company hereby agree to pledge the equity of the Participated Target
Company which constitutes 100% of the registered capital of the Participated
Target Company to Focus Media Technology as of the date of this Acknowledgement
Letter to secure the following contractual obligations:
1. Contractual Obligation for the Participated Pledgor:
(a) Contractual Obligation under the Call Option Agreement among Focus Media
Technology and other relevant parties dated March 28 2005 (hereinafter the
"CALL OPTION AGREEMENT") participated by the Pledgor pursuant to the
Acknowledge Letter executed by the Participated Pledgor on the date May
22, 2006; and
(b) Contractual Obligation under the Shareholder's Voting Rights Proxy
Agreement among Focus Media Technology and other relevant parties dated
March 28 2005
Equity Pledge Agreement-Participation Letter of Shenzhen Bianjie
(hereinafter the "PROXY AGREEMENT") participated by the Pledgor pursuant
to the Acknowledge Letter executed by the Participated Pledgor on the date
May 22, 2006.
2. Contractual Obligation for the Participated Target Company:
(a) Contractual Obligation under the Call Option Agreement participated by the
Target Company pursuant to the Acknowledge Letter executed by the
Participated Target Company on the date May 22, 2006; and
(b) Contractual Obligation under the Proxy Agreement participated by the
Target Company pursuant to the Acknowledge Letter executed by the
Participated Target Company on the date May 22, 2006.
This Acknowledgement Letter once executed by the Participated Pledgor and
Participated Target Company, the Participated Pledgor and the Participated
Target Company shall make the same undertakings and warranties with those of
Pledgors and Target Companies under the Equity Pledge Agreement (to the extent
that is related and applicable to Participating Shareholder and Participated
Target Company), agree to perform the obligations of Pledgors and Target
Companies stipulated in the Equity Pledge Agreement (to the extent that is
related and applicable to Participating Shareholder and Participated Target
Company), and admit the rights and obligations of Parties under the Equity
Pledge Agreement.
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Equity Pledge 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
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO, LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
-------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
