Common use of Undertakings by the Shareholders Clause in Contracts

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad Technology, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Focus Media Wireless Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Focus Media Wireless to dispose of any of the Focus Media Wireless Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Focus Media Wireless to terminate any Material Agreements entered into by Focus Media Wireless, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Focus Media Wireless to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Focus Media Wireless shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Focus Media Wireless or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Focus Media Wireless shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media Wireless, and ensure that the operations of Focus Media Wireless are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Assets or its credit standing or affect the validity of the Business Permits of Focus Media Wireless. 5.4 Focus Media Wireless undertakes that, before Dotad Technology exercises the Option and acquire all equity of Focus Media Wireless, Focus Media Wireless shall not do the following:

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without In case of the prior written consent by Dotad Technology, if the business expiration of term of Focus Media Wireless expires operation of the Target Companies during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall then take all necessary measures measure to extend such business term to ensure the business term of Focus Media Wireless not be expired during operation of the term Target Company to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad TechnologyFramedia Investment, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Focus Media Wireless Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Focus Media Wireless Target Company to dispose of any of the Focus Media Wireless Target Company Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Focus Media Wireless Target Company to terminate any Material Agreements entered into by Focus Media WirelessTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Focus Media Wireless Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology Framedia Investment in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless Target Company to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Focus Media Wireless Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Focus Media Wireless Target Company or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Focus Media Wireless Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7; and 5.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Framedia Investment, it shall grant Framedia Investment Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessTarget Company, and ensure that the operations of Focus Media Wireless Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Target Company Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessTarget Company. 5.4 Focus Media Wireless The Target Company undertakes that, before Dotad Technology exercises the Framedia Investment's Exercise of Option and acquire all equity of Focus Media Wirelessthe Target Company, Focus Media Wireless the Target Company shall not do the following:

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad Focus Media Technology, 5.2.1 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the Focus Media Wireless Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of Focus Media Wireless Target Company to dispose of any of the Focus Media Wireless Target Company Assets (except as occurs during the arm's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of Focus Media Wireless Target Company to terminate any Material Agreements entered into by Focus Media WirelessTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Focus Media Wireless Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Focus Media Technology in writing); 5.2.6 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless Target Company to be appointed or dismissed by the Shareholders; 5.2.7 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Focus Media Wireless Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 6.2.9 it shall not amend the Articles of Association of Focus Media Wireless Target Company or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Focus Media Wireless Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7; and 5.3 6.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the technical license and service provided by Focus Media Technology and/or Focus Media Digital, it shall grant Focus Media Technology Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessTarget Company, and ensure that the operations of Focus Media Wireless Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Target Company Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessTarget Company. 5.4 Focus Media Wireless undertakes that, before Dotad Technology exercises the Option and acquire all equity of Focus Media Wireless, Focus Media Wireless shall not do the following:

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless Century Shenghuo is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without In case of the prior written consent by Dotad Technology, if the business expiration of term of Focus Media Wireless expires operation of the Century Shenghuo during the term of this Agreement, without prior written consent from Framedia Investment, the Shareholders shall then take all necessary measures measure to extend such business term to ensure the business term of Focus Media Wireless not be expired during operation of the term Century Shenghuo to and until the expiration of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad TechnologyFramedia Investment, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Focus Media Wireless Century Shenghuo Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Focus Media Wireless Century Shenghuo to dispose of any of the Focus Media Wireless Century Shenghuo Assets (except as occurs during the arm's length operations); 5.2.4 it shall not terminate or cause the management of Focus Media Wireless Century Shenghuo to terminate any Material Agreements entered into by Focus Media WirelessCentury Shenghuo, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Focus Media Wireless Century Shenghuo to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology Framedia Investment in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless Century Shenghuo to be appointed or dismissed by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Focus Media Wireless Century Shenghuo shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Focus Media Wireless Century Shenghuo or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Focus Media Wireless Century Shenghuo shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7; and 5.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessCentury Shenghuo, and ensure that the operations of Focus Media Wireless Century Shenghuo are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Century Shenghuo Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessCentury Shenghuo. 5.4 Focus Media Wireless The Century Shenghuo undertakes that, before Dotad Technology exercises the Framedia Investment's Exercise of Option and acquire all equity of Focus Media Wirelessthe Century Shenghuo, Focus Media Wireless the Century Shenghuo shall not do the following:

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad Technology▇▇▇-▇▇▇▇, 5.2.1 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the Focus Media Wireless Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of Focus Media Wireless Target Company to dispose of any of the Focus Media Wireless Target Company Assets (except as occurs during the arm's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of Focus Media Wireless Target Company to terminate any Material Agreements entered into by Focus Media WirelessTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Focus Media Wireless Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology ▇▇▇-▇▇▇▇ in writing); 5.2.6 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless Target Company to be appointed or dismissed by the Shareholders; 5.2.7 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Focus Media Wireless Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 6.2.9 it shall not amend the Articles of Association of Focus Media Wireless Target Company or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Focus Media Wireless Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7; and 5.3 6.2.11 If it acquires any equity interest of a new advertising company other than the Target Company within the term of this Agreement and such new advertising company's business relies on the service provided by ▇▇▇-▇▇▇▇ and/or Focus Media Digital, it shall ▇▇▇▇▇ ▇▇▇-▇▇▇▇ Transferred Option in respect to the equity interest held by it in such advertising company subject to and upon the same terms and conditions of this Agreement. 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessTarget Company, and ensure that the operations of Focus Media Wireless Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Target Company Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessTarget Company. 5.4 Focus Media Wireless 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes thatto, before Dotad Technology exercises within the Option term of this Agreement, make full and acquire due performance of any and all equity of Focus Media Wirelessthe obligations on the part thereof under the Proxy Agreement, Focus Media Wireless shall not do and to procure the following:full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by ▇▇▇-▇▇▇▇ will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement.

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless DSAC is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad TechnologyDSHK, 5.2.1 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the Focus Media Wireless DSAC Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of Focus Media Wireless DSAC to dispose of any of the Focus Media Wireless DSAC Assets (except as occurs during the arm's ’s length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of Focus Media Wireless DSAC to terminate any Material Agreements entered into by Focus Media WirelessDSAC, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Focus Media Wireless DSAC to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's ’s length operations or daily operation, or having been disclosed to and approved by Dotad Technology DSHK in writing); 5.2.6 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless DSAC to be appointed or dismissed by the Shareholders; 5.2.7 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Focus Media Wireless DSAC shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 6.2.9 it shall not amend the Articles of Association of Focus Media Wireless DSAC or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Focus Media Wireless DSAC shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's ’s length basis. 7; and 5.3 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessDSAC, and ensure that the operations of Focus Media Wireless DSAC are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless DSAC Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessDSAC. 5.4 Focus Media Wireless 6.4 Without limiting the generality of Article 6.3 above, considering the fact that the Shareholders of DSAC sets aside all the equity interest held thereby in DSAC as security to secure the performance by DSAC of the obligations under the Management Services Agreement, the performance of such Shareholders of the obligations under the Proxy Agreement, the Shareholders undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of DSAC of any and all of its obligations under the Management Services Agreement and warrants that no adverse impact on exercising the rights under this Agreement by DSHK will be incurred due to the breach by the Shareholders of the Proxy Agreement or the breach of the DSAC of the Management Services Agreement. 6.5 DSAC undertakes that, before Dotad Technology exercises the its Exercise of Option and acquire all equity of Focus Media WirelessDSAC, Focus Media Wireless DSAC shall not do the following: 6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of DSAC, or permit creating any encumbrance or other third party’s interest on such assets, business, revenue or other legal rights (except as occurs during the arm’s length or operations or daily operation, or as is disclosed to DSHK and approved by DSHK in writing); 6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm’s length operations or daily operation, or having been disclosed to DSHK and approved by DSHK in writing); 6.5.3 release any dividend or share profit to the Shareholders or cause the DSAC to do so in any form.

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that that: 6.2.1 without the prior written consent by Dotad Technology, 5.2.1 ▇▇▇▇, no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it 6.2.2 without the prior written consent by ▇▇▇▇, no Shareholders shall not increase or decrease the Focus Media Wireless Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it 6.2.3 without the prior written consent by ▇▇▇▇, no Shareholders shall not dispose of or cause the management of Focus Media Wireless Target Company to dispose of any of the Focus Media Wireless Target Company Assets (except as occurs during the arm's length operations); 5.2.4 it 6.2.4 without the prior written consent by ▇▇▇▇, no Shareholders shall not terminate or cause the management of Focus Media Wireless Target Company to terminate any Material Agreements entered into by Focus Media WirelessTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it 6.2.5 without the prior written consent by ▇▇▇▇, no Shareholders shall not individually or collectively cause each Focus Media Wireless Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology ▇▇▇▇ in writing); 5.2.6 it 6.2.6 without the prior written consent by ▇▇▇▇, no Shareholders shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless Target Company to be appointed or dismissed by the Shareholders; 5.2.7 it 6.2.7 without the prior written consent by ▇▇▇▇, no Shareholders shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Focus Media Wireless Target Company shall validly exist and prevent it Target Company from being terminated, liquidated or dissolved; 5.2.9 it 6.2.9 without the prior written consent by ▇▇▇▇, no Shareholders shall not amend the Articles of Association of Focus Media Wireless Target Company or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Focus Media Wireless Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7; and 5.3 6.2.11 if it acquires any equity interest of a new cosmetology hospital other than the Target Company within the term of this Agreement and such new cosmetology hospital's business relies on the service provided by ▇▇▇▇, it shall ▇▇▇▇▇ ▇▇▇▇ Transferred Option in respect to the equity interest held by it in such cosmetology hospital subject to and upon the same terms and conditions of this Agreement. 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessTarget Company, and ensure that the operations of Focus Media Wireless Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Target Company Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessTarget Company. 5.4 Focus Media Wireless 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all equity interests held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by ▇▇▇▇ will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement. 6.5 SHESAYS undertakes that, before Dotad Technology exercises the its Exercise of Option and acquire all equity of Focus Media WirelessSHESAYS, Focus Media Wireless SHESAYS shall not do the following: 6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to ▇▇▇▇ and approved by ▇▇▇▇ in writing); 6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to ▇▇▇▇ and approved by ▇▇▇▇ in writing); 6.5.3 release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.

Undertakings by the Shareholders. 5.1 The Shareholders hereby individually severally undertake that, within the term of this Agreement that Agreement, it must take all necessary measures to ensure that Focus Media Wireless CGEN Culture is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad TechnologyCGEN Digital, if the business term of Focus Media Wireless expires CGEN Culture is to expire during the term of this Agreement, Shareholders shall then take all necessary measures to extend such the business term to ensure it expires at the business term end of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by applicable PRC Law applicable Law, during the term of the Agreement, the Shareholders hereby individually severally undertake within the term of this Agreement that without the prior written consent by Dotad TechnologyCGEN Digital, 5.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 it shall not increase or decrease the Focus Media Wireless CGEN Culture Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 it shall not dispose of or cause the management of Focus Media Wireless CGEN Culture to dispose of any of the Focus Media Wireless CGEN Culture Assets (except as occurs during the arm's ’s length operations); 5.2.4 it shall not terminate or cause the management of Focus Media Wireless CGEN Culture to terminate any Material Agreements entered into by Focus Media WirelessCGEN Culture, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 it shall not individually or collectively cause each Focus Media Wireless CGEN Culture to conduct any transactions that may substantively affect the assetassets, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's ’s length operations or daily operation, or having been disclosed to and approved by Dotad Technology CGEN Digital in writing); 5.2.6 it shall not appoint or cancel or replace any executive directors director or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless CGEN Culture who is required to be appointed appoint or dismissed dismiss by the Shareholders; 5.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 it shall ensure that Focus Media Wireless shall CGEN Culture validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 it shall not amend the Articles of Association of Focus Media Wireless CGEN Culture or cast affirmative votes regarding such amendment; 5.2.10 it shall ensure that Focus Media Wireless CGEN Culture shall not lend or borrow any moneyloan, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's ’s length basis. 7. 5.3 The Shareholders hereby individually severally undertake that it must make all its efforts that, during the term of this Agreement Agreement, to develop the business of Focus Media WirelessCGEN Culture at its best affect, and ensure that the operations of Focus Media Wireless CGEN Culture are legal legitimate and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless CGEN Culture Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessCGEN Culture. 5.4 Focus Media Wireless CGEN Culture undertakes that, before Dotad Technology CGEN Digital exercises the Option and acquire all equity of Focus Media WirelessCGEN Culture, Focus Media Wireless CGEN Culture shall not do the following: 5.4.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own, or permit creating any encumbrance or other third party’s interest on such assets, business, revenue or other legal rights (except for as occurs during the arm’s length operations or daily operation, or as is disclosed to CGEN Digital and approved by CGEN Digital in writing); 5.4.2 conduct any transactions that may materially affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except for those occurring during the arm’s length operations or daily operation, or having been disclosed to CGEN Digital and approved by CGEN Digital in writing); 5.4.3 release any dividend or share profit to Shareholders in any form.

Undertakings by the Shareholders. 5.1 6.1 The Shareholders hereby individually undertake within the term of this Agreement that it must take all necessary measures to ensure that Focus Media Wireless Target Company is able to obtain all the Business Permits necessary for its business in a timely manner and all the Business Permits remain in effect at any time. Without the prior written consent by Dotad Technology, if the business term of Focus Media Wireless expires during the term of this Agreement, Shareholders shall then take all necessary measures to extend such business term to ensure the business term of Focus Media Wireless not be expired during the term of this Agreement. 5.2 Unless otherwise stipulated by PRC Law applicable during the term of the Agreement, the 6.2 The Shareholders hereby individually undertake within the term of this Agreement that without the prior written consent by Dotad TechnologyHangzhou MYL Consulting, 5.2.1 6.2.1 no Shareholders shall transfer or otherwise dispose of any Option Equity or create any encumbrance or other third party rights on any Option Equity; 5.2.2 6.2.2 it shall not increase or decrease the Focus Media Wireless Target Company Registered Capital or cast affirmative vote regarding the aforesaid increase or decrease in registered capital; 5.2.3 6.2.3 it shall not dispose of or cause the management of Focus Media Wireless Target Company to dispose of any of the Focus Media Wireless Target Company Assets (except as occurs during the arm's length operations); 5.2.4 6.2.4 it shall not terminate or cause the management of Focus Media Wireless Target Company to terminate any Material Agreements entered into by Focus Media WirelessTarget Company, or enter into any other Material Agreements in conflict with the existing Material Agreements; 5.2.5 6.2.5 it shall not individually or collectively cause each Focus Media Wireless Target Company to conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to and approved by Dotad Technology Hangzhou MYL Consulting in writing); 5.2.6 6.2.6 it shall not appoint or cancel or replace any executive directors or members of board of directors (if any), supervisors or any other management personnel of Focus Media Wireless Target Company to be appointed or dismissed by the Shareholders; 5.2.7 6.2.7 it shall not announce the distribution of or in practice release any distributable profit, dividend or share profit or cast affirmative votes regarding the aforesaid distribution or release; 5.2.8 6.2.8 it shall ensure that Focus Media Wireless Target Company shall validly exist and prevent it from being terminated, liquidated or dissolved; 5.2.9 6.2.9 it shall not amend the Articles of Association of Focus Media Wireless Target Company or cast affirmative votes regarding such amendment; 5.2.10 6.2.10 it shall ensure that Focus Media Wireless Target Company shall not lend or borrow any money, or provide guarantee or engage in security activities in any other forms, or bear any substantial obligations other than on the arm's length basis. 7; and 5.3 6.2.11 If it acquires any equity interest of a new business education company other than the Target Company within the term of this Agreement and such new business education company's business relies on the service provided by Hangzhou MYL Consulting and/or Focus Media Digital, it shall grant Hangzhou MYL Consulting Transferred Option in respect to the equity interest held by it in such business education company subject to and upon the same terms and conditions of this Agreement. 6.3 The Shareholders hereby individually undertake that it must make all its efforts during the term of this Agreement to develop the business of Focus Media WirelessTarget Company, and ensure that the operations of Focus Media Wireless Target Company are legal and in compliance with the regulations and that it shall not engage in any actions or omissions which might harm the Focus Media Wireless Target Company Assets or its credit standing or affect the validity of the Business Permits of Focus Media WirelessTarget Company. 5.4 Focus Media Wireless 6.4 Without limiting the generality of Article 6.3 above, considering the fact that each Shareholder of each Target Company sets aside all the equity interest held thereby in each Target Company as security to secure the performance by each Target Company of the obligations under the Exclusive Service Agreement, the performance of such Shareholder of the obligations under the Proxy Agreement, the Shareholder undertakes to, within the term of this Agreement, make full and due performance of any and all of the obligations on the part thereof under the Proxy Agreement, and to procure the full and due performance of each Target Company of any and all of its obligations under the Exclusive Service Agreement and warrants that no adverse impact on exercising the rights under this Agreement by Hangzhou MYL Consulting will be incurred due to the breach by the Shareholder of the Proxy Agreement or the breach of the Target Company of the Exclusive Service Agreement. 6.5 HANGZHOU MYL COMMERCIAL undertakes that, before Dotad Technology exercises the Hangzhou MYL Consulting’s Exercise of Option and acquire all equity of Focus Media WirelessHANGZHOU MYL COMMERCIAL, Focus Media Wireless HANGZHOU MYL COMMERCIAL shall not do the following: 6.5.1 Sell, transfer, mortgage or dispose by other way any assets, business, revenue or other legal rights of its own or any Target Company, or permit creating any encumbrance or other third party's interest on such assets, business, revenue or other legal rights (except as occurs during the arm's length or operations or daily operation, or as is disclosed to Hangzhou MYL Consulting and approved by Hangzhou MYL Consulting in writing); 6.5.2 conduct any transactions that may substantively affect the asset, liability, business operation, equity structure, equity of a third party and other legal rights (except those occurring during the arm's length operations or daily operation, or having been disclosed to Hangzhou MYL Consulting and approved by Hangzhou MYL Consulting in writing); 6.5.3 release any dividend or share profit to the Personal Shareholders or cause the Target Company to do so in any form.