EXHIBIT 10.76
Equity Pledge Agreement-Participation Letter of Shanghai On-Target
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
EQUITY PLEDGE AGREEMENT
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address: Room 1003 F,
Xx.0000, Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) and XXXXX XXX XX
(Identity Card Number: 310106731015081) (hereinafter the "PARTICIPATED
PLEDGOR"), and SHANGHAI ON-TARGET ADVERTISEMENT CO., LTD. (registered address:
Room 1003H, Xx. 0000 Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxxxxx) (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 100% 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
Equity Pledge Agreement-Participation Letter of Shanghai On-Target
Acknowledge Letter executed by the Participated Pledgor on the date May
22, 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 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 On-Target
[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
XXXXX XXX XX
Signature by : /s/ Xxxxx Xxxxxxx Xxxxx
----------------------------
Date: May 22, 2006
SHANGHAI ON-TARGET 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
