Ex. 10.28
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 SHENZHEN BIANJIE BUILDING
ADVERTISEMENT CO., LTD. (registered address: Room 0000, X, Xxxxxxxx Xxxxxx, 00
Xxxxxx Xx., Xxxxxxxx) (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 99% 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;
1
This Acknowledgement Letter once executed by the Participated Pledgors and
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
SHENZHEN BIANJIE BUILDING 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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