Common use of Default Liability Clause in Contracts

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 Business Cooperation Agreement 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 AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media 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.

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 Business Cooperation Agreement 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 AdCoFocus Media Advertisement, AdCo Local Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights Proxy Agreement entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any Any of AdCoFocus Media Advertisement, New AdCo, AdCo Local Subsidiaries or their respective shareholders breaches any provisions of the Transfer Call Option Agreement on Futures entered into by it with Focus Media Technology on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement PublishersDisseminators, 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.

Default Liability. 9.1 10.1 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 Business Cooperation Agreement the Defaulting Party's ’s obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any of AdCo, AdCo Subsidiaries ASIA TIMES or its subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's ’s Voting Rights PROXY AGREEMENT entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005HUAYA; (2) any of AdCo, New AdCo, AdCo Subsidiaries ASIA TIMES or its subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures other Agreements entered into by it with Focus Media HUAYA on March 289th October, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 20052018. 9.3 Notwithstanding 10.3 The Parties agree and confirm that under no circumstances shall ASIA TIMES and ASIA TIMES Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise. 10.4 Not withstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 10.1 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 Business Cooperation Agreement the Defaulting Party's obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default:: Technology License and Service Agreement (1) Any of AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. .▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as individual shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005; or (4) any of AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005. 9.3 10.3 The Parties agree and confirm that under no circumstances shall AdCo and AdCo Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise 10.4 Notwithstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and confirm that, if any Party of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the agreements made under this Agreement, provisions herein or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”), then . In such event any of the nonother Parties without default (a “NON-defaulting Party whose interest is damaged thereby DEFAULTING PARTY”) who incurs losses arising from such a Default 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 nona Non-defaulting Party Party’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonrelevant Non-defaulting Party shall have the right, be entitled to choose at its own discretion, discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; all damages, or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party to indemnify it fully for the damageof this Agreement and indemnification against all damages. 9.2 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Exclusive Service Agreement or Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree that any and confirm, the Shareholders or Target Company shall not request the termination of the following events shall be deemed to have constituted the Default: (1) Any of AdCothis Agreement for whatsoever reason and under whatsoever circumstance, AdCo Subsidiaries except otherwise stipulated by laws or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005this Agreement. 9.3 8.4 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 10.1 The Parties agree and confirm that, if any Party (the "“DEFAULTING PARTY"”) breaches substantially any of the agreements made under this Agreementprovision hereof, or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "hereunder ( “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 make remedy within a reasonable reasonably specified period. If the Defaulting Party fails to rectify such Default or take remedial measures make remedy within such reasonable period or within ten (10) days of after the non-defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Defaultmake remedy, then the non-defaulting Party shall have the right, at its own sole discretion, to (1) terminate this Agreement and require the Defaulting Party to indemnify keep it fully for the damageindemnified; or (2) to demand the enforcement of Business Cooperation Agreement the Defaulting Party's ’s obligations hereunder and require the Defaulting Party to indemnify keep it fully for the damageindemnified. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the a Default: (( 1) ） Any of AdCoHangzhou MYL Commercial, AdCo Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT entered into by it with Focus Media Technology (Shanghai) Co.HANGZHOU MYL CONSULTING; ( 2）any of Hangzhou MYL Commercial, Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Hangzhou MYL Commercial Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures other Agreements entered into by it with Focus Media Hangzhou MYL Consulting on March 28May 1, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 20052009. 9.3 10.3 The Parties agree and confirm that under no circumstances shall Hangzhou MYL Commercial and Hangzhou MYL Commercial Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise. 10.4 Notwithstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by survive the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and confirm that, if any Party of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the agreements made under this Agreement, provisions herein or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”), then . In such event any of the nonother Parties without default (a “NON-defaulting Party whose interest is damaged thereby DEFAULTING PARTY”) who incurs losses arising from such a Default 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 nonupon a Non-defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonrelevant Non-defaulting Party shall have the right, be entitled to choose at its own discretion, discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; all damages, or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party to indemnify it fully for the damageof this Agreement and indemnification against all damages. 9.2 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by the Target Company of the Service Agreement or the Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree that any and confirm, the Shareholders or Target Company shall not request the termination of the following events shall be deemed to have constituted the Default: (1) Any of AdCothis Agreement for whatsoever reason and under whatsoever circumstance, AdCo Subsidiaries except otherwise stipulated by laws or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005this Agreement. 9.3 8.4 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and confirm that, if any Party of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the agreements made under this Agreement, provisions herein or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”), then . In such event any of the nonother Parties without default (a “NON-defaulting Party whose interest is damaged thereby DEFAULTING PARTY”) who incurs losses arising from such a Default 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 nona Non-defaulting Party Party’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonrelevant Non-defaulting Party shall have the right, be entitled to choose at its own discretion, discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; all damages, or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party to indemnify it fully for the damageof this Agreement and indemnification against all damages. 9.2 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by DSBT of the Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by DSBT of this Agreement. 8.3 The Parties agree that any and confirm, the Shareholder or DSBT shall not request the termination of the following events shall be deemed to have constituted the Default: (1) Any of AdCothis Agreement for whatsoever reason and under whatsoever circumstance, AdCo Subsidiaries except otherwise stipulated by laws or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005this Agreement. 9.3 8.4 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and confirm that, if any Party of the Parties (the "“DEFAULTING PARTY"”) breaches substantially any of the agreements made under this Agreement, provisions herein or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "“DEFAULT"”), then . In such event any of the nonother Parties without default (a “NON-defaulting Party whose interest is damaged thereby DEFAULTING PARTY”) who incurs losses arising from such a Default 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 nona Non-defaulting Party Party’s notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonrelevant Non-defaulting Party shall have the right, be entitled to choose at its own discretion, discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; all damages, or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party to indemnify it fully for the damageof this Agreement and indemnification against all damages. 9.2 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholders of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholders of this Agreement; any breach by DSAC of the Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by DSAC of this Agreement. 8.3 The Parties agree that any and confirm, the Shareholders or DSAC shall not request the termination of the following events shall be deemed to have constituted the Default: (1) Any of AdCothis Agreement for whatsoever reason and under whatsoever circumstance, AdCo Subsidiaries except otherwise stipulated by laws or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005this Agreement. 9.3 8.4 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and confirm that, if any Party of the Parties (the "DEFAULTING PARTY") breaches substantially any of the agreements made under this Agreement, provisions herein or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"), then . In such event any of the nonother Parties without default (a "NON-defaulting Party whose interest is damaged thereby DEFAULTING PARTY") who incurs losses arising from such a Default 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 nona Non-defaulting Party Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonrelevant Non-defaulting Party shall have the right, be entitled to choose at its own discretion, discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; all damages, or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party to indemnify it fully for the damageof this Agreement and indemnification against all damages. 9.2 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by JYBL of the Management Services Agreement or Call Option Agreement shall be deemed as having constituted the breach by JYBL of this Agreement. 8.3 The Parties agree that any and confirm, the Shareholder or JYBL shall not request the termination of the following events shall be deemed to have constituted the Default: (1) Any of AdCothis Agreement for whatsoever reason and under whatsoever circumstance, AdCo Subsidiaries except otherwise stipulated by laws or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005this Agreement. 9.3 8.4 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 8.1 The Parties agree and confirm that, if any Party of the Parties (the "DEFAULTING PARTY") breaches substantially any of the agreements made under this Agreement, provisions herein or fails substantially to perform any of the obligations under this Agreementhereunder, such a breach or failure shall constitute a default under this Agreement (a "DEFAULT"), then . In such event any of the nonother Parties without default (a "NON-defaulting Party whose interest is damaged thereby DEFAULTING PARTY") who incurs losses arising from such a Default 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 nona Non-defaulting Party Party's notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonrelevant Non-defaulting Party shall have the right, be entitled to choose at its own discretion, discretion to (1) terminate this Agreement and require the Defaulting Party to indemnify it fully for the damage; all damages, or (2) demand the enforcement of Business Cooperation Agreement the Defaulting Party's obligations hereunder and require specific performance by the Defaulting Party to indemnify it fully for the damageof this Agreement and indemnification against all damages. 9.2 8.2 Without limiting the generality of Article 8.1 above, any breach by any Shareholder of the Call Option Agreement or Equity Pledge Agreement shall be deemed as having constituted the breach by such Shareholder of this Agreement; any breach by Target Company of the Exclusive Service Agreement or Call Option Agreement shall be deemed as having constituted the breach by Target Company of this Agreement. 8.3 The Parties agree that any and confirm, the Shareholders or Target Company shall not request the termination of the following events shall be deemed to have constituted the Default: (1) Any of AdCothis Agreement for whatsoever reason and under whatsoever circumstance, AdCo Subsidiaries except otherwise stipulated by laws or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005this Agreement. 9.3 8.4 Notwithstanding any other provisions herein, the validity of this Article 9 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 10.1 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 Business Cooperation Agreement the Defaulting Party's ’s obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any of AdCo, AdCo Subsidiaries ASIA TIME or its subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's ’s Voting Rights PROXY AGREEMENT entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005HUAYA; (2) any of AdCo, New AdCo, AdCo Subsidiaries ASIA TIME or its subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures other Agreements entered into by it with Focus Media HUAYA on March 28[September 5], 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 20052018. 9.3 Notwithstanding 10.3 The Parties agree and confirm that under no circumstances shall ASIA TIME and ASIA TIME Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise. 10.4 Not withstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 10.1 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 Business Cooperation Agreement the Defaulting Party's obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any of AdCo, AdCo YUZHI Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights PROXY AGREEMENT entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005YIGO; (2) any Any of AdCo, New AdCo, AdCo YUZHI Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures other Agreements entered into by it with Focus Media YIGO on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005AUGUST 5,2015. 9.3 Notwithstanding 10.3 The Parties agree and confirm that under no circumstances shall YUZHI and YUZHI Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise. 10.4 Not withstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 Clause 19 19.1 The Parties agree Guarantor fails to complete the guarantee formalities (whether caused by Party A or the Guarantor), or Party A fails to complete the drawdown procedures at Party B’s business offices as scheduled and confirm thatsuch failure is not remedied within 30 days (including statutory holidays, if Saturday and Sunday). Party B has the right to demand penalty based on the amount in default, the actual number of days elapsed and the Default Interest Rate. In addition, Party B has the right to rescind this Agreement; 19.2 Party A fails to pay in accordance with the this Agreement any sums hereunder and thereunder when due; 19.3 The balance sheet and income statement furnished by Party (A to Party B are falsified or have concealed material facts. Party A refuses the "DEFAULTING PARTY") breaches substantially any investigation, enquiry and supervision of the agreements made Party B in connection with its use of proceeds under this Agreement, production, operation and financial activities. Any representation or warranty made or deemed to be made by Party A in Clause 17 is or proves to have been false, incorrect or misleading in any material respect when made or deemed to be made; 19.4 Party A explicitly states or expresses through its acts that it shall not perform this Agreement or any one of the obligations in other commitments, or the guarantor is in breach of any one of its obligation under the guarantee agreement; 19.5 Party A and the Target Enterprise/ New Subsidiary are in default of any contracts or agreements to which they are one of the parties, or any unilateral commitment or guarantee, thus constituting a default on other loan obligations or actually or probably accelerating the maturity of other loans; 19.6 Party A fails substantially to use the proceeds for the designated purpose; 19.7 Party A fails to provide a new guarantee as demanded by Party B if there occurs a material adverse change in the condition of guarantee adversely affecting the debt of Party B, including without limitation the guarantee agreement or other forms of guarantee not being in full force and effect or being void or rescinded, the guarantor failing to possess part or all of its guarantee ability or explicitly expressing its intention not to perform or comply with its guarantee obligations, the guarantor failing to duly perform or observe any of its obligations or commitments under the guarantee agreement or other commitment to which it is a party, or the mortgaged or pledged property or assets being damaged, lost, impaired or diminishing in value; 19.8 There are material changes in financial condition of Party A or the Target Enterprise/ the New Subsidiary, or litigation, arbitration, administrative penalty and other judicial and administrative proceedings threatening against Party A, which could or might have a material adverse effect on Party A’s performance of this Agreement; and 19.9 Party A fails to rectify any other material unfavorable conditions within the prescribed time required by Party B. 19.10 Such indicators of the financial condition of Party A or the Target Enterprise/ the New Subsidiary as their profitability, solvency, operation, cash flow, etc. have deteriorated to such an extent that Party A’s performance of its obligations under this Agreement has been or may be adversely affected; and among the various financial indicators the following ones have fallen below the following requirements: / ; 19.11 There have been material adverse changes in Party A or the Target Enterprise/ the New Subsidiary’s brand, customers, marketing channels, ownership structure, production and management, foreign investment, etc., which have had or may have adverse effect on Party A’s performance of the obligations under this Agreement; 19.12 The M&A Agreement is rendered invalid or no longer capable of being fulfilled by law; 19.13 Accidents caused by Party A or the Target Enterprise/ the New Subsidiary’s breach of laws and regulations, such a breach shall constitute a default regulatory requirements in relation to food safety, production safety, environmental protection, etc. or non-compliance with industrial standards have adversely affected or may adversely affect Party A’s performance of the its obligations under this Agreement; 19.14 Party A’s performance of its obligations under this Agreement (has been or may be affected by abnormal changes in Party A or the Target Enterprise/ the New Subsidiary’s main investor(s) or management or their being suspected of criminal acts and thus being investigated or having their person freedom restricted by the judicial authority; 19.15 Party A’s performance of its obligations under this Agreement has been or may be affected by the change in the controller/ controlee relationship between Party A or the Target Enterprise/ the New Subsidiary and its related parties or the occurrence of the aforementioned events of default referred to in Clauses 19.5, 19.8, 19.10, 19.11, 19.13 and 19.14 by those related parties; 19.16 Other circumstances that may have adverse effects on Party A’s realization of its claims under this Agreement; Upon the occurrence of any aforementioned event of default, Party B may exercise all of its rights under this Agreement, declare the entire loan under this Agreement to be due and payable at once, demand immediate repayment of the amounts already disbursed and cease extending the remaining tranche of the loan. Upon the occurrence of an Event of Default by Party A, Party B may take legal proceeding against Party A. Party A shall bear on a "DEFAULT")full indemnity basis all litigation, then attorney, travelling and debt/ guarantee enforcement expenses in connection with the non-defaulting legal proceeding. Provided that Party whose interest is damaged thereby A has performed all its obligations under this Agreement, it shall have the right to require the Defaulting demand liquidated damages from Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting B if Party B fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of make the non-defaulting Party notifying loan proceeds available on the Defaulting Party prescribed date and 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 Business Cooperation Agreement the Defaulting Party's obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 prescribed amount. The Parties agree that any of the following events liquidated damages shall be deemed calculated with reference to have constituted the Default: (1) Any of AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005. 9.3 Notwithstanding any other provisions hereindefault amount, the validity actual number of this Article 9 shall not be affected by days elapsed and the suspension or termination of this AgreementDefault Interest Rate.

Default Liability. 9.1 The Parties agree and confirm that, if Party A shall be deemed to be in default under this Loan Agreement upon the occurrence of any Party (the "DEFAULTING PARTY") breaches substantially any or more of the agreements made following events: 19.1 The Guarantor fails to complete the guarantee formalities (whether caused by Party A or the Guarantor), or Party A fails to complete the drawdown procedures at Party B’s business offices as scheduled and such failure is not remedied within 30 days (including statutory holidays, Saturday and Sunday). Party B has the right to demand penalty based on the amount in default, the actual number of days elapsed and the Default Interest Rate. In addition, Party B has the right to rescind this Agreement; 19.2 Party A fails to pay in accordance with the this Agreement any sums hereunder and thereunder when due; 19.3 The balance sheet and income statement furnished by Party A to Party B are falsified or have concealed material facts. Party A refuses the investigation, enquiry and supervision of Party B in connection with its use of proceeds under this Agreement, production, operation and financial activities. Any representation or warranty made or deemed to be made by Party A in Clause 17 is or proves to have been false, incorrect or misleading in any material respect when made or deemed to be made; 19.4 Party A explicitly states or expresses through its acts that it shall not perform this Agreement or any one of the obligations in other commitments, or the guarantor is in breach of any one of its obligation under the guarantee agreement; 19.5 Party A and the Target Enterprise/ New Subsidiary are in default of any contracts or agreements to which they are one of the parties, or any unilateral commitment or guarantee, thus constituting a default on other loan obligations or actually or probably accelerating the maturity of other loans; 19.6 Party A fails substantially to use the proceeds for the designated purpose; 19.7 Party A fails to provide a new guarantee as demanded by Party B if there occurs a material adverse change in the condition of guarantee adversely affecting the debt of Party B, including without limitation the guarantee agreement or other forms of guarantee not being in full force and effect or being void or rescinded, the guarantor failing to possess part or all of its guarantee ability or explicitly expressing its intention not to perform or comply with its guarantee obligations, the guarantor failing to duly perform CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 or observe any of its obligations or commitments under the guarantee agreement or other commitment to which it is a party, or the mortgaged or pledged property or assets being damaged, lost, impaired or diminishing in value; 19.8 There are material changes in financial condition of Party A or the Target Enterprise/ the New Subsidiary, or litigation, arbitration, administrative penalty and other judicial and administrative proceedings threatening against Party A, which could or might have a material adverse effect on Party A’s performance of this Agreement; and 19.9 Party A fails to rectify any other material unfavorable conditions within the prescribed time required by Party B. 19.10 Such indicators of the financial condition of Party A or the Target Enterprise/ the New Subsidiary as their profitability, solvency, operation, cash flow, etc. have deteriorated to such an extent that Party A’s performance of its obligations under this Agreement has been or may be adversely affected; and among the various financial indicators the following ones have fallen below the following requirements: / ; 19.11 There have been material adverse changes in Party A or the Target Enterprise/ the New Subsidiary’s brand, customers, marketing channels, ownership structure, production and management, foreign investment, etc., which have had or may have adverse effect on Party A’s performance of the obligations under this Agreement; 19.12 The M&A Agreement is rendered invalid or no longer capable of being fulfilled by law; 19.13 Accidents caused by Party A or the Target Enterprise/ the New Subsidiary’s breach of laws and regulations, such a breach shall constitute a default regulatory requirements in relation to food safety, production safety, environmental protection, etc. or non-compliance with industrial standards have adversely affected or may adversely affect Party A’s performance of the its obligations under this Agreement; 19.14 Party A’s performance of its obligations under this Agreement (a "DEFAULT"), then has been or may be affected by abnormal changes in Party A or the non-defaulting Target Enterprise/ the New Subsidiary’s main investor(s) or management or their being suspected of criminal acts and thus being investigated or having their person freedom restricted by the judicial authority; 19.15 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 A’s performance 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 obligations under this Agreement and require the Defaulting Party to indemnify it fully for the damage; has been or (2) demand the enforcement of Business Cooperation Agreement 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 AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's Voting Rights entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 2005. 9.3 Notwithstanding any other provisions herein, the validity of this Article 9 shall not may be affected by the suspension change in the controller/ controlee relationship between Party A or termination the Target Enterprise/ the New Subsidiary and its related CMBC-HT-313 (Gongsi 2010)-ZXSY-75166637 parties or the occurrence of the aforementioned events of default referred to in Clauses 19.5, 19.8, 19.10, 19.11, 19.13 and 19.14 by those related parties; 19.16 Other circumstances that may have adverse effects on Party A’s realization of its claims under this Agreement; Clause 20 Upon the occurrence of any aforementioned event of default, Party B may exercise all of its rights under this Agreement, declare the entire loan under this Agreement to be due and payable at once, demand immediate repayment of the amounts already disbursed and cease extending the remaining tranche of the loan.

Default Liability. 9.1 10.1 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 (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 upon the nonNon-defaulting Defaulting Party notifying the Defaulting Party in writing and requiring it to rectify the Default, then the nonNon-defaulting 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 Business Cooperation Agreement the Defaulting Party's obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any of AdCoSHESAYS, AdCo Subsidiaries SHESAYS SUBSIDIARIES or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's ’s Voting Rights Proxy Agreement entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005as of the date hereof; (2) any of AdCoSHESAYS, New AdCo, AdCo Subsidiaries SHESAYS SUBSIDIARIES or their respective shareholders breaches any provisions of the Transfer Agreement on Futures other agreements entered into by it them with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇on April 27, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 20052010. 9.3 10.3 The Parties agree and confirm that under no circumstances shall SHESAYS and SHESAYS SUBSIDIARIES be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise. 10.4 Notwithstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by the suspension or termination of this Agreement.

Default Liability. 9.1 10.1 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 Business Cooperation Agreement the Defaulting Party's ’s obligations hereunder and require the Defaulting Party to indemnify it fully for the damage. 9.2 10.2 The Parties agree that any of the following events shall be deemed to have constituted the Default: (1) Any : （1）Any of AdCoV-Media, AdCo V-Media Subsidiaries or their respective shareholders breaches any provisions of the Entrustment Agreement on Shareholder's ’s Voting Rights PROXY AGREEMENT entered into by it with Focus Media Technology (Shanghai) Co., Ltd. (a wholly foreign invested company incorporated under the laws of China, with its legal address at E, Room 1003, ▇▇. ▇-▇▇▇▇; （2）any of V-Media, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, "FOCUS MEDIA") on March 28, 2005; (2) any of AdCo, New AdCo, AdCo V-Media Subsidiaries or their respective shareholders breaches any provisions of the Transfer Agreement on Futures other Agreements entered into by it with Focus Media on March 28, 2005; (3) any of AdCo, New AdCo or AdCo Subsidiaries breaches any provisions of the Trademark License Contract entered into by it with Focus Media and TechCo on March 28, 2005; or (4) ▇▇▇-▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ ▇▇on NOVEMBER 6, as shareholders of the Advertisement Publishers, breach any provisions of the Loan Agreement entered into by them respectively with Focus Media on March 28, 20052009. 9.3 10.3 The Parties agree and confirm that under no circumstances shall V-Media and V-Media Subsidiaries be able to demand termination of this Agreement for whatever reason, unless the Laws or this Agreement provides for otherwise. 10.4 Notwithstanding any other provisions herein, the validity of this Article 9 10 shall not be affected by the suspension or termination of this Agreement.