EXHIBIT 10.66
Shareholders' Voting Rights Proxy Agreement
Target Media Acknowledgement Letter
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered address: Room 0000X,
Xx. 0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx), XXXXXXXX FOCUS MEDIA
ADVERTISING AGENCY CO., LTD., (registered address: Room A65, 00 Xxxxx, Xx.000,
Xxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) (hereinafter the "PARTICIPATING
SHAREHOLDERS" collectively), and SHANGHAI TARGET MEDIA CO., LTD. (registered
address: Room 0, Xx. 00, Xxxxxxx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx,
Xxxxxxxx) (hereinafter the "PARTICIPATING TARGET COMPANY"), as independent
party, hereby agree to participate in the Shareholders' Voting Rights Proxy
Agreement among Focus Media Technology (Shanghai) Co., Ltd. (hereinafter "FOCUS
MEDIA TECHNOLOGY"), SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. and other
relevant parties (hereinafter "PROXY AGREEMENT") dated March 28 2005.
Participating Shareholders and Participating Target Company agree to entrust the
Trustees designated by Focus Media Technology to exercise the voting rights in
Participating Target Company in respect of 100% of the equity interest in the
registered capital of Participating Target Company held by the Participating
Shareholder as of the date of the Acknowledgement Letter, on behalf of
Participating Shareholder.
Once this Acknowledgement Letter is executed by the Participating Shareholder
and Participated Target Company, Participating Shareholder and Participated
Target Company shall be deemed to have made the same undertakings and warranties
with those of the Shareholders and Target Companies under the Proxy Agreement
(to the extent that is related and applicable to Participating Shareholder and
Participated Target Company), agreed to respectively perform the obligations of
the Shareholders and Target Companies stipulated in the Proxy Agreement (to the
extent that is related and applicable to Participating Shareholder and
Participated Target Company), and acknowledged the rights and obligations of the
Parties under the Proxy Agreement.
Shareholders' Voting Rights Proxy Agreement
Target Media Acknowledgement Letter
[EXECUTION PAGE]
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(CHOP)
Sign: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(CHOP)
Sign: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI TARGET MEDIA CO., LTD.
(CHOP)
Sign: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(CHOP)
Sign: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
