EXHIBIT 10.94
CONFIDENTIAL
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COOPERATION AGREEMENT
AMONG
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
AND LOCAL ADVERTISING SUBSIDIARIES
(AS LISTED IN SCHEDULE I)
AND
SHAHGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD.
DATED AS OF
MAY 22, 2006
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COOPERATION AGREEMENT
THIS COOPERATION AGREEMENT (this "AGREEMENT") is entered into as of May 22, 2006
in Shanghai by and among the following Parties:
(1) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., a company of limited
liabilities incorporated under the laws of China, with its legal address
at F, Room 1003, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx
("FOCUS MEDIA ADVERTISEMENT");
(2) SHANGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD., a company of limited
liabilities incorporated under the laws of China, with its legal address
at Room 15F-30, Xx.000 Xxx'xx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx ("NEW
FOCUS MEDIA ADVERTISEMENT"); and
(3) LOCAL ADVERTISING SUBSIDIARIES listed in Schedule I hereof (the "LOCAL
SUBSIDIARIES").
(In this Agreement, Focus Media Advertisement, New Focus Media Advertisement and
Local Subsidiaries shall hereinafter be referred to as a "PARTY" individually
and collectively "PARTIES".)
WHEREAS:
(1) As a company specialized in LCD advertising business in buildings, Focus
Media Advertisement owns advertisement placements and has already been
granted necessary licenses therefor.
(2) New Focus Media is an advertisement agency company, the business scope of
which includes designing, manufacturing, disseminating of advertisement
and advertisement agency.
(3) As advertisement companies established in various locations in China,
Local Subsidiaries own advertisement placements in local buildings, and
are entitled to carrying on advertising business in their respective local
places.
(4) The Parties wish to utilize their respective own resources to cooperate
among them in the various local building advertisement projects.
NOW, THEREFORE, after friendly consultations among them, the Parties hereby
agree as follows:
ARTICLE 1 - DEFINITION
1.1 Unless to be otherwise interpreted by the terms or in the context herein,
the following terms in this Agreement shall be interpreted to have the
following meanings:
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"ADVERTISEMENT DISSEMINATOR" means Focus Media Advertisement and/or the Local Subsidiaries.
"FOCUS MEDIA TECHNOLOGY" means Focus Media Technology (Shanghai) Co., Ltd., a company of limited
liabilities incorporated under the laws of China, with its legal address at
Room 1003-E, Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx.
1.2 The references to any PRC Law herein shall be deemed:
(1) to include the references to the amendments, changes, supplements
and reenactments of such law, irrespective of whether they take
effect before or after the formation of this Agreement; and
(2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.
1.3 Except as otherwise stated in the context herein, all references to an
Article, clause, item or paragraph shall refer to the relevant part of
this Agreement.
ARTICLE 2 - DEVELOPMENT OF PLACEMENT AND ADVERTISEMENT SALES
2.1 Each of the Advertisement Disseminators shall sign a series of Advertising
Placement Agreements in the places where it locates and shall legally own
the title of the use rights to such placements; during the term of this
Agreement, each of the Advertisement Disseminators shall make reasonable
efforts to maintain its currently available advertisement placements in
its local places, to develop new advertisement placements actively, and to
pay the rent for the advertisement placements in a timely manner.
2.2 New Focus Media Advertisement shall be responsible for the customers
marketing and the advertisement sales, and shall entrust the Advertisement
Disseminators to disseminate its advertisements at their respective own
local places in accordance with this Agreement.
2.3 Each of the Advertisement Disseminators shall be responsible for the
advertisements dissemination as required by New Focus Media Advertisement
at their respective own local places, and shall ensure the timing for such
advertisements of New Focus Media Advertisement in priority.
ARTICLE 3 - ADVERTISEMENT DISSEMINATION FEES
3.1 In consideration for the Advertisement Dissemination by Advertisement
Disseminators for New Focus Media Advertisement, New Focus Media
Advertisement shall pay the advertisement dissemination fees to the
relevant Advertisement Disseminators, the amount of which shall be one
hundred and twelve percent (112%) of the entire costs
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incurred in the services of advertisement dissemination by the
Advertisement Disseminators. The Parties agree that:
The entire costs incurred in the services of advertisement dissemination
by the Advertisement Disseminators shall include, but not be limited to,
its actual operational cost, salaries for staffs, rents payable for the
advertisement placements, water fees and electronic fares and other
miscellaneous fares, cost for development and maintain the placement,
cost for assisting New Focus Media to execute advertisement sales
contract with clients, cost for providing market analysis data and
clients information to New Focus Media. The above cost shall not include
the rents payable by Advertisement Disseminators for the advertisement
placements.
3.2 New Focus Media Advertisement shall, in accordance with this Article, pay
promptly the amounts due and payable to the Advertisement Disseminators
in bank account designated by the relevant Advertisement Disseminators.
In case that the bank accounts of Advertisement Disseminators have been
changed, the Advertisement Disseminators shall notify New Focus Media
Advertisement thereof in writing.
ARTICLE 4 - EXCLUSIVITY
4.1 Without the prior consent in writing by New Focus Media Advertisement, the
Advertisement Disseminators shall not cooperate with third parties in
respect of issues identical or similar to those hereunder.
4.2 New Focus Media Advertisement may cooperate with other advertisement
companies in respect of issues of the same kind hereunder. Such new
Advertisement Disseminators may, through signing Acknowledgement Letter in
the form of Schedule II hereof, become a party of this Agreement, to enjoy
the same rights of the other Advertisement Disseminators and to assume the
same obligations of the other Advertisement Disseminators. As the rights
and obligations of the Advertisement Disseminators hereunder are severable
and independent from each other's, such new advertisement Disseminators
will not, by their joining in this Agreement, affect in any way the rights
and obligations of the existing Advertisement Disseminators, with the
joining-in of such new Advertisement Disseminators only subject to the
written confirmation thereof by New Focus Media Advertisement. The
Advertisement Disseminators agree hereby irrevocably and unconditionally
to such joining-in, and confirm further that any issue concerning the
joining-in of new advertisement Disseminators for business cooperation
hereunder will not be subject to the consent of the existing Advertisement
Disseminators.
ARTICLE 5 - CONFIDENTIALITY
5.1 No matter if this Agreement is terminated or not, the Parties shall be
obliged to keep in strict confidence the commercial secret, proprietary
information and customer information in relation to other Parties and any
other non-open information of other Parties which they may become aware of
as the result of their performance hereof (collectively, "CONFIDENTIAL
INFORMATION"). Unless with prior consent of such other Parties in writing
or required to disclose to parties other than Parties hereof according to
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relevant laws, regulations or listing rules, no Party shall disclose the
Confidential Information or any part thereof to any parties other than
Parties hereof; unless for the purpose of performance hereof, no Party
shall use directly or indirectly the Confidential Information or any part
thereof for any other purposes, or it shall bear the default liability and
indemnify the losses.
5.2 Upon termination of this Agreement, the Parties shall, upon demand by
other Parties providing the Confidential Information, return, destroy or
otherwise dispose of all the documents, materials or software containing
the Confidential Information and suspend using such Confidential
Information.
5.3 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
ARTICLE 6 - UNDERTAKINGS AND WARRANTS
Focus Media Advertisement, New Focus Media Advertisement and Local Subsidiaries
hereby undertake and warrant for each of its own that:
6.1 it is a company of limited liabilities duly registered and legally
existing under the PRC laws with independent legal person status, and with
full and independent status and legal capacity to execute, deliver and
perform this Agreement, and may act independently as a subject of actions.
6.2 its has full internal power and authority within its company to execute
and deliver this Agreement and all the other documents to be entered into
by it in relation to the transaction referred to herein, and it has the
full power and authority to complete the transaction referred to herein.
This Agreement shall be executed and delivered by it legally and properly,
and constitutes the legal and binding obligations on it and is enforceable
on it in accordance with its terms and conditions.
6.3 it has all business licenses necessary for its business operations as of
the effective date of this Agreement, has full rights and qualifications
to engage in its currently engaged businesses, may perform its obligations
hereunder, and will maintain, during the valid term of this Agreement, the
validity of all its such business licenses.
6.4 it shall inform promptly the other Parties of any litigations it is
involved in and other disadvantageous circumstances that may affect the
performance hereof, and shall endeavor at its best efforts to prevent the
deterioration of losses caused by such litigations or other
disadvantageous circumstances.
ARTICLE 7 - AGREEMENT TERM
7.1 The Parties hereby confirm that, once this Agreement is formally executed
by the Parties, this Agreement shall be retrospectively effective as far
as the date January 1, 2006; unless terminated earlier by the Parties in
writing, this Agreement shall be valid for a term of two (2) year from the
date January 1, 2006. Notwithstanding the provision in the preceding
sentence, as the rights and obligations of each of the Advertisement
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Disseminators hereunder are separate and independent from each other, upon
agreement in writing by New Focus Media Advertisement, this Agreement may
be terminated only in relation to any one of the Advertisement
Disseminators, with such termination not subject to the agreement of the
other Advertisement Disseminators.
7.2 Upon termination of this Agreement, each Party shall continue to abide by
its obligations under Articles 3 and Article 5 hereunder.
ARTICLE 8 - NOTICE
8.1 Any notice, request, demand and other correspondences made as required by
or in accordance with this Agreement shall be made in writing and
delivered to the relevant Party.
8.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile or
telex; it shall be deemed to have been delivered when it is delivered if
delivered in person; it shall be deemed to have been delivered five (5)
days after posting the same if posted by mail.
ARTICLE 9 - DEFAULT LIABILITY
9.1 The Parties agree and confirm that, if any Party (the "DEFAULTING PARTY")
breaches substantially any of the agreements made under this Agreement, or
fails substantially to perform any of the obligations under this
Agreement, such a breach shall constitute a default under this Agreement
(a "DEFAULT"), then the non-defaulting Party whose interest is damaged
thereby shall have the right to require the Defaulting Party to rectify
such Default or take remedial measures within a reasonable period. If the
Defaulting Party fails to rectify such Default or take remedial measures
within such reasonable period or within ten (10) days of the
non-defaulting Party notifying the Defaulting Party in writing and
requiring it to rectify the Default, then the non-defaulting Party shall
have the right, at its own discretion, to (1) terminate this Agreement and
require the Defaulting Party to indemnify it fully for the damage; or (2)
demand the enforcement of the Defaulting Party's obligations hereunder and
require the Defaulting Party to indemnify it fully for the damage.
9.2 The Parties agree that any of the following events shall be deemed to have
constituted the Default:
(1) Any of Focus Media Advertisement, Local Subsidiaries or their
respective shareholders breaches any provisions of the Shareholder's
Voting Rights Proxy Agreement entered into by it with Focus Media
Technology on March 28, 2005;
(2) Any of Focus Media Advertisement, Local Subsidiaries or their
respective shareholders breaches any provisions of the Call Option
Agreement entered into by it with Focus Media Technology on March
28, 2005;
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(3) Xxxxx Xxxxxxx Xxxxx and Xxxxx Xxx Xx, as shareholders of the
Advertisement Disseminators, breach any provisions of the Loan
Agreement entered into by them respectively with Focus Media
Technology on March 28, 2005.
9.3 Notwithstanding any other provisions herein, the validity of this Article
9 shall not be affected by the suspension or termination of this
Agreement.
ARTICLE 10 - FORCE MAJEURE
In the event of earthquake, typhoon, flood, fire, war, computer virus, loophole
in the design of tooling software, internet system encountering hacker's
invasion, change of policies or laws, and other unforeseeable or unpreventable
or unavoidable event of force majeure, which directly prevents a Party from
performing this Agreement or performing the same on the agreed condition, the
Party encountering such a force majeure event shall forthwith issue a notice by
a facsimile and, within thirty (30) days, present the documents proving the
details of such force majeure event and the reasons for which this Agreement is
unable to be performed or is required to be postponed in its performance, and
such proving documents shall be issued by the notarial office of the area where
such force majeure event takes place. The Parties shall consult each other and
decide whether this Agreement shall be waived in part or postponed in its
performance with regard to the extent of impact of such force majeure event on
the performance of this Agreement. No Party shall be liable to compensate for
the economic losses brought to the other Parties by the force majeure event.
ARTICLE 11 - MISCELLANEOUS
11.1 This Agreement shall be prepared in the Chinese language in twenty-nine
(29) original copies, with each involved Party holding one (1) copy
hereof.
11.2 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to the PRC Laws.
11.3 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties, and if the Parties cannot reach
an agreement regarding such disputes within thirty (30) days of their
occurrence, such disputes shall be submitted to China International
Economic and Trade Arbitration Commission for arbitration in Shanghai in
accordance with the arbitration rules of such Commission, and the
arbitration award shall be final and binding on the Parties involved in
such dispute.
11.4 Any rights, powers and remedies empowered to any Party by any provisions
herein shall not preclude any other rights, powers and remedies enjoyed by
such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies
by such Party.
11.5 Any failure or delay by a Party in exercising any of its rights, powers
and remedies hereunder or in accordance with laws (the "PARTY'S RIGHTS")
shall not lead to a waiver of such rights, and the waiver of any single or
partial exercise of the Party's Rights
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shall not preclude such Party from exercising such rights in any other way
and exercising the remaining part of the Party's Rights.
11.6 The titles of the Articles contained herein shall be for reference only,
and in no circumstances shall such titles be used in or affect the
interpretation of the provisions hereof.
11.7 Each provision contained herein shall be severable and independent from
each of other provisions, and if at any time any one or more articles
herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions herein shall not be affected as
a result thereof.
11.8 Once executed, this Agreement shall replace any other legal documents
entered into by the relevant Parties hereof in respect of the same subject
matter hereof.
11.9 Any amendments or supplements to this Agreement shall be made in writing
and shall take effect only when properly signed by the Parties to this
Agreement.
11.10 No Party shall assign any of its rights and/or obligations hereunder to
any parties other than the Parties hereof without the prior written
consent from the other Parties.
11.11 This Agreement shall be binding on the legal successors of the Parties.
11.12 The rights and obligations of each of the Advertisement Disseminators
hereunder are independent and severable from each other, and the
performance by any of the Advertisement Disseminators of its obligations
hereunder shall not affect the performance by any other of the
Advertisement Disseminators of their obligations hereunder.
11.13 Each of the Parties undertakes to declare and pay respectively according
to the Laws any taxes in relation to the transaction hereunder.
[THE REMAINDER OF THIS PAGE IS LEFT BLANK]
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[THIS PAGE IS THE EXECUTION PAGE OF THE COOPERATION AGREEMENT]
IN WITNESS HEREOF, the Parties have caused this Business Cooperation Agreement
to be executed in Shanghai as of the date first hereinabove mentioned.
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHANGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SICHUAN FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
ZHEJIANG RUIHONG FOCUS MEDIA ADVERTISING COMMUNICATION CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
CHONGQING GEYANG FOCUS MEDIA CULTURE COMMUNICATION CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
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[THIS PAGE IS THE EXECUTION PAGE OF THE COOPERATION AGREEMENT]
CHANGSHA FOCUS MEDIA SHIJI ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
QINGDAO FOCUS MEDIA ADVERTISMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
DALIAN FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
YUNNAN FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
WUHAN XX XXX FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
NANJING FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
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[THIS PAGE IS THE EXECUTION PAGE OF THE COOPERATION AGREEMENT]
SHANGHAI QIANJIAN ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
ZHUHAI FOCUS MEDIA CULTURE COMMUNICATION CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
TIANJIN FOCUS MEDIA TONGSHENG ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
HEBEI FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
GUANGZHOU FUKE ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
XIAMEN FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
------------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
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[THIS PAGE IS THE EXECUTION PAGE OF THE COOPERATION AGREEMENT]
XI'AN FOCUS MEDIA ADVERTISING AND INFORMATION CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHENZHEN BIANJIE BUILDING ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHENYANG FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
HEFEI FUKESI ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHANGHAI ON-TARGET ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHANGHAI PERFECT MEDIA ADVERTISING AGENCY CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
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[THIS PAGE IS THE EXECUTION PAGE OF THE COOPERATION AGREEMENT]
SHANGHAI NEW PERFECT MEDIA ADVERTISING AGENCY CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
SHENZHEN E-TIME COMMERCIAL CONSULTING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
FUZHOU FUKESI ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
JINAN FOCUS MEDIA ADVERTISING CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
GUANGZHOU FEISHA ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
DONGGUAN FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Chop)
Signed by: /s/ Xxxxx Xxxxxxx Xxxxx
-----------------------
Name: Xxxxx Xxxxxxx Xxxxx
Position: Authorized Representative
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SCHEDULE I - LOCAL SUBSIDIARIES
COMPANY NAME ADDRESS
----------------------------------------------- ------------------------------------------------------
Sichuan Focus Media Advertising 1-1-6-603, No. 151 Kehua Road (N), Wuhou
Agency Co., Ltd. District, Chengdu
Zhejiang Ruihong Focus Media Xxxx 000, Xxxxxxxx X, Xxxxxxx Xxxxx, Xxxxxx
Advertising Communications Co., Ltd. Road, West Lake District, Hangzhou
Chongqing Geyang Focus Media Xxxx 00-0, Xxxxxxxx X, Xxxxxx Xxxxxx, Xx. 0
Culture Communications Co., Ltd. Qingnian Road, Yuzhong District, Chongqing
Changsha Focus Media Shiji New Century City, No. 692 Furong Road (M),
Advertising Co., Ltd. Changsha
Qingdao Focus Media Advertisement Xxxx X, Xxxxx 00, Xxxxxxxx Xxxxxxxx, Xx. 00
Co., Ltd. Hong Kong Road (M), Shinan District, Qingdao
Dalian Focus Media Advertising Co., Xxxx 0000, Xxxxxx Xxxxxxxx, Xx. 00 Shanghai
Ltd. Road, Zhongshan District, Dalian
Yunnan Focus Media Advertising Co., Xxxx 00, Xxxxx 00, Xxxxxxxx XXXX X, Xxxxxx
Ltd. International Apartment, Kunming
Wuhan Xx Xxx Focus Media Advertising Xxxx 0000, Xxxxxxxx XX, Xxxxxxxxx Xxxxxxxx,
Co., Ltd. Wuhan Plaza, No. 688 Jiafang Avenue, Wuhan
Nanjing Focus Media Advertising Co., Room 2317, Keyuan Hotel, High-tech
Ltd. Development District, Nanjing
Shanghai Qianjian Advertising Co., Ltd. Xxxx 000, Xx. 000 Xxxxxxx Xxxx, Xxxxxxx
Xxxx, Xxxxxx New District, Shanghai
Zhuhai Focus Media Culture and Xxxx 000, Xxxxx 0, Xxxxxxxx Xxxxxxxx, Xx.
Communication Co., Ltd. 0000 Xxxxxxxxx Xxxx (X), Xxxxxxxxx Xxxxxxxx,
Xxxxxx
Tianjin Focus Media Tongsheng Room 6-4-301, Baidi Road, Xunda Road,
Advertising Co., Ltd. Nankai District, Tianjin
Hebei Focus Media Advertising Co., Xxxx 0000, Xxxxxxxx Xxxxxxxx, Xx. 00
Ltd. Zhongshan Road (W), Shijiazhuang
Guangzhou Fuke Advertising Co., Ltd. Xxxx 0000, Xx. 000-000 Xxxx Xxxx (X),
Xxxxxx District, Guangzhou
Xiamen Focus Media Advertising Co., Xxxx 00X, Xxxxxx Xxxxxxxx, Xxxxx Xxxx (S),
Ltd. Xiamen
Xi'an Focus Media Advertising and Xxxx 0000, Xx. 00 Xxxxxx Xxxx, Xxxxxx
Information Co., Ltd. District, Xi'an
Shenzhen Bianjie Building Xxxx 0000X, Xxxxxxx Xxxxx, Xx. 00 Hongli
Advertisement Co., Ltd. Road, Futian District, Shenzhen
Shenyang Focus Media Advertising Co., Xxxx X000, Xx. 000 Xxxxxx Xxxx, Xxxx Plaza,
Ltd. Heping District, Shenyang
Hefei Fukesi Advertising Co., Ltd. Xxxx 0000X, Xxxxx Xxxxxx Building, No. 156
Shouchun Road, Hefei
Shanghai On-Target Advertisement Co., Room 1003H, No. 0000 Xxxxxxxxx Xxxx,
Ltd. Changning District, Shanghai
Shanghai Perfect Media Advertising Xx. 0000 Xxxxxxx Xxxx, Xxxxxxxx
Agency Co., Ltd.
Shanghai New Perfect Media Xxxx X00, Xxxxx 00, Xx. 000 Xxx'xx Xxxx
Advertising Agency Co., Ltd. (W), Shanghai
Shenzhen E-Time Commercial Consulting Co., Ltd. Room 802, Zhongdian Information Building, Xx. 0 Xxxxxx
Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx
00
COMPANY NAME ADDRESS
----------------------------------------------- ------------------------------------------------------
Fuzhou Fukesi Advertising Co., Ltd. Floor 18, Xinduhui Garden Plaza, Xx. 000
Xxxx Xxxx (X), Xxxxx Xxxxxxxx, Xxxxxx
Xxxxx Focus Media Advertising Co., Ltd. Xxxx 0000X, Xxxxxxxx Xxxxxxxxxxxxx Xxxxx,
Xx. 0000 Xxxxxx Xxxx (X), Xxxxx
Guangzhou Feisha Advertisement Co., Floor 3B, Yingze Garden, No. 45-79 Jiaochang
Ltd. Road (E), Yuexiu District, Guangzhou
Dongguan Focus Media Advertisement Floor 8, Shenghe Dalang Commercial Building,
Co., Ltd. Nanchen District, Dongguan
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SCHEDULE II - ACKNOWLEDGEMENT LETTER
[ ] CO., LTD. (with its registered address at [ ], the "NEW PARTY") agrees
hereby to join in, as an independent contractor, the Cooperation Agreement
entered into by Shanghai Focus Media Advertisement Co., Ltd., Shanghai New Focus
Media Advertisement Co., Ltd. and other parties thereto on May 22, 2006, as to
become one of the companies defined as "Local Subsidiaries" therein to carry out
cooperative issues with Shanghai New Focus Media Advertisement Co., Ltd. under
the said agreement. Having signed this Acknowledgement Letter, the New Party is
deemed to have made the same undertakings and guarantees as have been made by
the Local Subsidiaries under the Cooperation Agreement, and it further agrees to
perform the obligations to be performed by the Local Subsidiaries under the
Cooperation Agreement, and recognizes the rights and obligations of all the
parties under the Cooperation Agreement. As for the New Party, the cooperation
relationship between the New Party and Shanghai New Focus Media Advertisement
Co., Ltd. under the said agreement shall come into effect on the date upon which
this Acknowledgement Letter is executed by the New Party and Shanghai New Focus
Media Advertisement Co., Ltd.
NEW PARTY
(Chop)
Signed by: ______________
Name:
Position: Authorized Representative
SHANGHAI NEW FOCUS MEDIA ADVERTISEMENT CO., LTD.
(Chop)
Signed by: ______________
Name:
Position: Authorized Representative
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