EXHIBIT 10.79
Equity Pledge Agreement-Participation Letter of Shanghai Jiefang Focus Media
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
EQUITY PLEDGE AGREEMENT
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address: Xxxx 0000 X,
Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) (hereinafter the
"PARTICIPATED PLEDGOR"), and SHANGHAI JIEFANG FOCUS MEDIA ADVERTISEMENT CO.,
LTD. (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 60% 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 (hereinafter the "PROXY AGREEMENT") participated by the
Pledgor pursuant to the Acknowledge Letter executed by the Participated
Pledgor on the date May 22, 2006.
Equity Pledge Agreement-Participation Letter of Shanghai Jiefang Focus Media
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 Shanghai Jiefang Focus Media
[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 JIEFANG FOCUS MEDIA 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
