EXHIBIT 10.70
Equity Pledge Agreement-Participation Letter of Fuzhou Fukesi
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
EQUITY PLEDGE AGREEMENT
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD., (registered address: ▇▇▇▇ ▇▇▇▇ ▇,
▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇) (hereinafter the
"PARTICIPATED PLEDGOR"), and FUZHOU FUKESI ADVERTISING CO., LTD. (registered
address: Xinduhui ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇ (▇), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇)
(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 constitute 70% 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 Fuzhou Fukesi
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 Fuzhou Fukesi
[EXECUTION PAGE]
SHANGHAI FOCUS MEDIA ADVERISEMENT CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
FUZHOU FUKESI ADVERTISING CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO, LTD.
(Company chop)
Signature by: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
