EXHIBIT 10.62
Call Option Agreement
New Focus Advertising Agency Acknowledgement Letter
ACKNOWLEDGEMENT LETTER FOR PARTICIPATION OF
CALL OPTION AGREEMENT
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(registered address: Room A72, ▇▇ ▇▇▇▇▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇), ▇▇▇▇▇▇▇▇ FOCUS MEDIA ADVERTISEMENT CO., LTD. (registered
address: Room ▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇)
(hereinafter the "PARTICIPATING SHAREHOLDERS" collectively), and SHANGHAI NEW
FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (registered address: Room F-200, ▇▇.
▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Industrial General Development Zone) (hereinafter
the "NEW TARGET COMPANY"), as independent party, hereby agree to participate in
the Call Option Agreement among Focus Media Technology (Shanghai) Co., Ltd.
(hereinafter "FOCUS MEDIA TECHNOLOGY"), Shanghai Focus Media Advertisement Co.,
Ltd. and other relevant parties (hereinafter "CALL OPTION AGREEMENT") dated
March 28 2005. The Participating Shareholders hereby grant Focus Media
Technology with an irrevocable equity Call Option (hereinafter "CALL OPTION") in
respect to 90% and 10% of the equity share of New Target Company held by them
respectively (hereinafter "NEWLY INCREASE EQUITY SHARE"). Once this
Acknowledgement Letter is executed by the Participating Shareholders and the New
Target Company, the New Target Company and the Newly Increase Equity Share shall
be the "Target Company" and "Option Equity" defined under the Call Option
Agreement; and the Participating Shareholders and the New Target Company
immediately make the same representations and warranties in respect to the New
Target Company and relevant equity Call Option under the Call Option Agreement
in respect to the defined Target Company and Call Option (which shall in
relation to the Participating Shareholders and New Target Company, and shall be
limited to those applicable to Participating Shareholders and New Target
Company) and undertake the same obligations therein (which shall in relation to
the Participating Shareholders and New Target Company, and shall be limited to
those applicable to Participating Shareholders and New Target Company).
[EXECUTION PAGE]
FOCUS MEDIA DIGITAL INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
----------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
SHANGHAI NEW FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
FOCUS MEDIA TECHNOLOGY (SHANGHAI) CO., LTD.
(CHOP)
Sign: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Position: Authorized Representative
Date: May 22, 2006
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