EXHIBIT 10.63
Shareholders' Voting Rights Proxy Agreement
New Focus Media Advertising Agency Acknowledgement Letter
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
SHAREHOLDERS' VOTING RIGHTS PROXY AGREEMENT
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.,
(registered address: Room A72, 00 Xxxxx, Xx.000, Xxxxxxx Xxxx, Xxxxxxxxx
Xxxxxxxx, Xxxxxxxx) and SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered
address: Room 0000X, Xx. 0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx)
(hereinafter the "PARTICIPATING SHAREHOLDERS" collectively), and SHANGHAI NEW
FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (registered address: Room
F-200, Xx. 000, Xxxxxx Xxxxxx, Xxxxxxxx Industrial General Development Zone)
(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
Shareholders' Voting Rights Proxy Agreement
New Focus Media Advertising Agency Acknowledgement Letter
acknowledged the rights and obligations of the Parties under the Proxy
Agreement.
[EXECUTION PAGE]
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(CHOP)
Sign: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(CHOP)
Sign: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI NEW FOCUS MEDIA ADVERTISING AGENCY 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
