Ex. 10.27
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF EQUITY PLEDGE AGREEMENT
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., a limited liability company
(registered address: F Room 0000, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx,
Xxxxxxxx)(hereinafter, "PARTICIPATED PLEDGOR") and SHENYANG FOCUS MEDIA
ADVERTISEMENT CO., LTD. (registered address: Room 000, 00 Xxxxxx Xx, Xxxxxxxxx)
(hereinafter, "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, "EQUITY PLEDGE AGREEMENT") as an independent contract party.
Participated Pledgors and Participated Target Companies pledge the equity of the
Participated Target Companies which constitute 70% of the registered capital of
the Participated Target Companies to Focus Media Technology as the date of the
Acknowledgement Letter to secure the following contractual obligations:
1. Contractual Obligation for the Participated Pledgeor:
(a) Contractual Obligation under the Call Option Agreement among Focus Media
Technology and other relevant parties dated March 28 2005 participated by
the Pledgor pursuant to the Acknowledge Letter dated January 13 2006;
(b) Contractual Obligation under the Shareholder's Voting Rights Proxy
Agreement among Focus Media Technology and other relevant parties dated
March 28 2005 participated by the Pledgor pursuant to the Acknowledge
Letter dated January 13 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 dated January 13 2006;
(b) Contractual Obligation under the Shareholder's Voting Rights Proxy
Agreement participated by the Target Company pursuant to the Acknowledge
Letter dated January 13 2006;
This Acknowledgement Letter once executed by the Participated Pledgors and
1
Participated Target Company, Participated Pledgors and Participated Target
Companies shall make the same undertakings and warranties with those of Pledgors
and Target Companies under the Equity Pledge Agreement, agree to perform the
obligations of Pledgors and Target Company stipulated in the Equity Pledge
Agreement, and admit the rights and obligations of Parties under the Equity
Pledge Agreement.
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO.,
LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
Date: January 13, 2006
SHENYANG FOCUS MEDIA ADVERTISEMENT CO.,
LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
Date: January 13, 2006
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO.,
LTD.
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
Date: January 13, 2006
FOCUS MEDIA DIGITAL INFORMATION
TECHNOLOGY (SHANGHAI) CO, LTD
(Company chop)
Signature by: /s/ Xxxxx Xxxxxxx Xxxxx
--------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Legal Representative
Date: January 13, 2006
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