Ex. 10.46
CALL OPTION AGREEMENT
AMONG
▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇
SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY CO., LTD
AND
GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD
CALL OPTION AGREEMENT
This CALL OPTION AGREEMENT (this "AGREEMENT") is entered into in Shanghai of the
People's Republic of China (the "PRC") as of January 13, 2006 by and among the
following Parties:
(1) ▇▇▇ ▇▇▇
ID NO: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
CONTACT ADDRESS: ▇▇▇▇ ▇▇▇, ▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
(▇) ▇▇▇▇ ▇▇▇
ID NO: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
CONTACT ADDRESS: Beijing Water Pump Factory, Tongzhou District, Beijing
(3) SHANGHAI FREMEDIA INVESTMENT CONSULTANCY CO., LTD (hereinafter "FRAMEDIA
INVESTMENT")
REGISTERED ADDRESS: ▇▇▇▇ ▇, ▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(4) GUANGDONG CENTURY SHENGHUO ADVERTISEMENT CO., LTD (hereinafter "CENTURY
SHENGHUO")
REGISTERED ADDRESS: Room 2007, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇., Guangzhou
LEGAL REPRESENTATIVE: ▇▇▇ ▇▇▇
(▇▇▇ ▇▇▇ and ▇▇▇▇ ▇▇▇ hereinafter individually referred to as a
"SHAREHOLDER" and collectively, the "SHAREHOLDERS". The Shareholders,
Framedia Investment and Century Shenghuo hereinafter shall be individually
referred to as a "PARTY" and collectively referred to as the "PARTIES".)
WHEREAS:
(1) Shareholders are the enrolled shareholders of Century Shenghuo, legally
holding all the equity of Century Shenghuo as of the execution date of this
Agreement; among which, ▇▇▇ ▇▇▇ holds 90% equity interest in Century
Shenghuo while ▇▇▇▇ ▇▇▇ holds 10%.
(2) The Shareholders intend to transfer to Framedia Investment, and Framedia
Investment is willing to accept, all their respective equity interest in
the Century Shenghuo (as defined below), to the extent not violating PRC
Law.
(3) In order to conduct the above equity transfer, the Shareholders agree to
jointly grant Framedia Investment an irrevocable call option for equity
transfer (hereinafter the "Call Option"), under which and to the extent
permitted by PRC Law, the
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Shareholders shall on demand of Framedia Investment transfer the Option
Equity (as defined below) to Framedia Investment and/or any other entity or
individual designated by it in accordance with the provisions contained
herein.
THEREFORE, the Parties hereby have reached the following agreement upon mutual
consultations:
ARTICLE 1 - DEFINITION
1.1 Except as otherwise construed in the context, the following terms in this
Agreement shall be interpreted to have the following meanings:
"PRC LAW" shall mean the then valid laws, administrative regulations,
administrative rules, local regulations, judicial interpretations and other
binding regulatory documents of the People's Republic of China.
"OPTION EQUITY" shall mean, in respect of each of the Shareholders, all of the
equity interest held thereby in the Century Shenghuo Registered Capital (as
defined below).
"CENTURY SHENGHUO REGISTERED CAPITAL" shall mean as of the execution date of
this Agreement, and the registered capital of Century Shenghuo, which shall
include any expanded registered capital as the result of any capital increase
within the term of this Agreement.
"TRANSFERRED EQUITY" shall mean the equity of Century Shenghuo which Framedia
Investment has the right to require the Shareholders to transfer to it or its
designated entity or individual when Framedia Investment exercises its Call
Option (hereinafter the "EXERCISE OF OPTION") in accordance with Article 3.2
herein, the amount of which may be all or part of the Option Equity and the
details of which shall be determined by Framedia Investment at its sole
discretion in accordance with the then valid PRC Law and from its commercial
consideration.
"TRANSFER PRICE" shall mean all the consideration that Framedia Investment or
its designated entity or individual is required to pay to the Shareholders in
order to obtain the Transferred Equity upon each Exercise of Option. Upon each
Exercise of Option of any Century Shenghuo by Framedia Investment, all the
Transfer Price that Framedia Investment or its designated entity or individual
shall pay to the Shareholders shall be calculated by multiplying the ratio of
such Option Equity to the registered capital of such Century Shenghuo with the
total amount of the registered capital of such Century Shenghuo. If there exists
any regulatory provision with respect to Transfer Price under the then PRC Law,
Framedia Investment or its designated entity or individual shall be entitled to
determine the lowest price permitted by PRC Law as the Transfer Price.
"BUSINESS PERMITS" shall mean any approvals, permits, filings, registrations
etc. which Century Shenghuo is required to have for legally and validly
operating its
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advertisement designing, producing, agency, publishing and all such other
businesses, including but not limited to the Business License of the Corporate
Legal Person, the Tax Registration Certificate and such other relevant licenses
and permits as required by the then PRC Law.
"CENTURY SHENGHUO ASSETS" shall mean, in respect of any Century Shenghuo, all
the tangible and intangible assets which such Century Shenghuo owns or has the
right to use during the term of this Agreement, including but not limited to any
immoveable and moveable assets, and such intellectual property rights as
trademarks, copyrights, patents, proprietary know-how, domain names and software
use rights.
"MATERIAL AGREEMENT" shall mean an agreement to which any Century Shenghuo is a
party and which has a material impact on the businesses or assets of the Century
Shenghuo, including but not limited to Technology Permission and Service
Agreement and other agreements regarding the Century Shenghuo's advertising
business.
"OTHER CONTRACT" shall mean the Equity Transfer Agreement among the
Shareholders, Shanghai Focus Media Advertisement Co., Ltd. (with its registered
address at F Room 1003, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇)
and Shanghai Focus Media Co., Ltd. (with its registered address at ▇▇▇▇ ▇▇▇, ▇▇
▇▇▇▇▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇); according to such
contract, Shareholders agree to transfer the equity interest they hold in
Century Shenghuo to Shanghai Focus Media Advertisement Co., Ltd and Shanghai
Focus Media Co., Ltd.
1.2 The references to any PRC Law herein shall be deemed
(1) to include the references to the amendments, changes, supplements and
reenactments of such law, irrespective of whether they take effect
before or after the formation of this Agreement; and
(2) to include the references to other decisions, notices or regulations
enacted in accordance therewith or effective as a result thereof.
1.3 Except as otherwise stated in the context herein, all references to an
Article, clause, item or paragraph shall refer to the relevant part of this
Agreement.
ARTICLE 2 - GRANT OF CALL OPTION
The Parties agree to exclusively grant Framedia Investment hereby
irrevocably and without any additional conditions with a Call Option, under
which Framedia Investment shall have the right to require the Shareholders
to transfer the Option Equity to Framedia Investment or its designated
entity or individual in such method as set out herein and as permitted by
PRC Law. Framedia Investment also agrees to accept such Call Option.
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ARTICLE 3 - METHOD OF EXERCISE OF OPTION
3.1 To the extent permitted by PRC Law, Framedia Investment shall have the sole
discretion to determine the specific time, method and times of its Exercise
of Option.
3.2 If the then PRC Law permits Framedia Investment and/or other entity or
individual designated by it to hold all the equity interest of Century
Shenghuo, then Framedia Investment shall have the right to elect to
exercise all of its Call Option at once, where Framedia Investment and/or
other entity or individual designated by it shall accept all the Option
Equity from the Shareholders at once; if the then PRC Law permits Framedia
Investment and/or other entity or individual designated by it to hold only
part of the equity in Century Shenghuo, Framedia Investment shall have the
right to determine the amount of the Transferred Equity within the extent
not exceeding the upper limit of shareholding ratio set out by the then PRC
Law (hereinafter the "SHAREHOLDING LIMIT"), where Framedia Investment
and/or other entity or individual designated by it shall accept such amount
of the Transferred Equity from the Shareholders. In the latter case,
Framedia Investment shall have the right to exercise its Call Option at
multiple times in line with the gradual deregulation of PRC Law on the
permitted Shareholding Limit, with a view to ultimately acquiring all the
Option Equity.
3.3 At each Exercise of Option by Framedia Investment, each of the Shareholders
shall transfer their respective equity in the Century Shenghuo to Framedia
Investment and/or other entity or individual designated by it respectively
in accordance with the amount required in the Exercise Notice stipulated in
Article 3.5. Framedia Investment and other entity or individual designated
by it shall pay the Transfer Price to each of the Shareholders who have
transferred the Transferred Equity for the Transferred Equity accepted in
each Exercise of Option. Framedia Investment shall have the right to elect
to pay the purchase price by settlement of certain credits held by it or
its affiliates to the shareholders.
3.4 In each Exercise of Option, Framedia Investment may accept the Transferred
Equity by itself or designate any third party to accept all or part of the
Transferred Equity.
3.5 On deciding each Exercise of Option, Framedia Investment shall issue to the
Shareholders a notice for exercising the Call Option (hereinafter the
"EXERCISE NOTICE", the form of which is set out as Appendix II hereto). The
Shareholders shall, upon receipt of the Exercise Notice, forthwith transfer
all the Transferred Equity in accordance with the Exercise Notice to
Framedia Investment and/or other entity or individual designated by
Framedia Investment in such method as described in Article 3.3 herein.
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3.6 The Shareholders hereby severally undertake and guarantee that once
Framedia Investment issues the Exercise Notice in respect to the specific
Transferred Equity of the Century Shenghuo held by it:
(1) it shall immediately hold or request to hold a shareholders' meeting
of the Century Shenghuo and adopt a resolution through the
shareholders' meeting, and take all other necessary actions to agree
to the transfer of all the Call Option to Framedia Investment and/or
other entity or individual designated by it at the Transfer Price and
waive the possible preemption;
(2) it shall immediately enter into an equity transfer agreement with
Framedia Investment and/or other entity or individual designated by it
for transfer of all the Transferred Equity to Framedia Investment
and/or other entity or individual designated by it at the Transfer
Price; and
(3) it shall provide Framedia Investment with necessary support (including
providing and executing all the relevant legal documents, processing
all the procedures for government approvals and registrations and
bearing all the relevant obligations) in accordance with the
requirements of Framedia Investment and of the laws and regulations,
in order that Framedia Investment and/or other entity or individual
designated by it may take all the Transferred Equity free from any
legal defect.
3.7 At the meantime of this Agreement, the Shareholders shall respectively
enter into a power of attorney (hereinafter the "POWER OF ATTORNEY", the
form of which is set out as Appendix III hereto), authorizing in writing
any person designated by Framedia Investment to, on behalf of such
Shareholder, to enter into any and all of the legal documents in accordance
with this Agreement so as to ensure that Framedia Investment and/or other
entity or individual designated by it take all the Transferred Equity free
from any legal defect. Such Power of Attorney shall be delivered for
custody by Framedia Investment and Framedia Investment may, at any time if
necessary, require the Shareholders to enter into multiple copies of the
Power of Attorney respectively and deliver the same to the relevant
government department.
ARTICLE 4 - REPRESENTATIONS AND WARRANTIES
4.1 Each of the Shareholders hereby severally represents and warrants in
respect to it self and the Century Shenghuo in which he holds equity as
follows:
4.1.1 Each of the Shareholders is Chinese citizen with full capacity and is
a person with full and independent legal status and legal capacity to
execute, deliver and perform this Agreement, and may act independently
as a litigant party.
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4.1.2 This Agreement is executed and delivered by the Shareholders legally
and properly. This Agreement constitutes the legal and binding
obligations on the Shareholders and is enforceable on it in accordance
with its terms and conditions.
4.1.3 The Shareholders are the enrolled legal owner of the Option Equity as
of the effective date of this Agreement, and except the rights created
by this Agreement, the Equity Pledge Agreement (the "EQUITY PLEDGE
AGREEMENT") and the Shareholders' Voting Rights Proxy Agreement (the
"PROXY AGREEMENT" entered into by the Shareholders, Century Shenghuo
and Framedia Investment January 13 2006, there is no lien, pledge,
claim and other encumbrances and third party rights on the Option
Equity. In accordance with this Agreement, Framedia Investment and/or
other entity or individual designated by it may, after the Exercise of
Option, obtain the proper title to the Transferred Equity free from
any lien, pledge, claim and other encumbrances and third party rights.
4.1.4 Century Shenghuo shall obtain complete Business Permits as necessary
for its operations upon this Agreement taking effect, and Century
Shenghuo shall have sufficient rights and qualifications to operate
within PRC the businesses of advertising and other business relating
to its current business structure. Century Shenghuo has conducted its
business legally since its establishment and has not incurred any
cases which violate or may violate the regulations and requirements
set forth by the departments of commerce and industry, tax, culture,
news, quality technology supervision, labor and social security and
other governmental departments or any disputes in respect of breach of
contract.
ARTICLE 5 - 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 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. In case of the expiration of term of operation of the Century
Shenghuo during the term of this Agreement, without prior written consent
from Framedia Investment, the Shareholders shall take all necessary measure
to extend the term of operation of the 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 Framedia
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
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Equity;
5.2.2 it shall not increase or decrease the 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 Century Shenghuo
to dispose of any of the Century Shenghuo Assets (except as occurs
during the arm's length operations);
5.2.4 it shall not terminate or cause the management of Century Shenghuo to
terminate any Material Agreements entered into by Century 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 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 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 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 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 Century Shenghuo or
cast affirmative votes regarding such amendment;
5.2.10 it shall ensure that 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; 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
Century Shenghuo, and ensure that the operations of Century Shenghuo are
legal and in compliance with the regulations and that it shall not engage
in any actions or omissions which
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might harm the Century Shenghuo Assets or its credit standing or affect the
validity of the Business Permits of Century Shenghuo.
5.4 The Century Shenghuo undertakes that, before Framedia Investment's Exercise
of Option and acquire all equity of the Century Shenghuo, the Century
Shenghuo 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 any Century
Shenghuo, 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 Framedia Investment and approved by
Framedia Investment in writing);
5.4.2 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
Framedia Investment and approved by Framedia Investment in writing);
5.4.3 release any dividend or share profit to the Personal Shareholders or
cause the Century Shenghuo to do so in any form.
ARTICLE 6 - CONFIDENTIALITY
6.1 Notwithstanding the termination of this Agreement, the Shareholders shall
be obligated to keep in confidence the following information (hereinafter
collectively the "CONFIDENTIAL INFORMATION"):
(i) information on the execution, performance and the contents of this
Agreement;
(ii) the commercial secret, proprietary information and customer
information in relation to Framedia Investment known to or received by
it as the result of execution and performance of this Agreement; and
(iii) the commercial secrets, proprietary information and customer
information in relation to Century Shenghuo known to or received by it
as the shareholder of Century Shenghuo.
The Shareholders may use such Confidential Information only for the purpose
of performing its obligations under this Agreement. No Shareholders shall
disclose the above Confidential Information to any third parties without
the written consent from Framedia Investment, or they shall bear the
default liability and indemnify the losses.
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6.2 Upon termination of this Agreement, both Shareholders shall, upon demand by
Framedia Investment, return, destroy or otherwise dispose of all the
documents, materials or software containing the Confidential Information
and suspend using such Confidential Information.
6.3 Notwithstanding any other provisions herein, the validity of this Article
shall not be affected by the suspension or termination of this Agreement.
ARTICLE 7 - TERM OF AGREEMENT
7.1 Limited by the Article 8.2 and 8.3 of this Agreement, this Agreement shall
take effect as of the date of formal execution by the Parties with the term
of twenty (20) years, unless the Parties terminate the Agreement with the
written agreement in advance, or the Parties terminate the Agreement in
accordance with section 10.1 of this Agreement. Upon the expiration of this
Agreement, the Agreement will be automatically renewed for one (1) year,
unless Framedia Investment gives the other Parties written notice of its
intention not renew at least thirty (30) days prior to expiration.
7.2 Regardless otherwise stipulated in this Agreement, the event that
Shareholders transfer the equity interest they hold in Century Shenghuo to
Shanghai Focus Media Advertisement Co., Ltd (with its registered address at
F Room 1003, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇) and
Shanghai Focus Media Co., Ltd (with its registered address at ▇▇▇▇ ▇▇▇, ▇▇
▇▇▇▇▇, ▇▇.▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇) shall not
constitute a breach to this Agreement, provided that the Shareholders cause
Shanghai Focus Media Advertisement Co., Ltd and Shanghai Focus Media Co.,
Ltd to simultaneously execute an agreement with Framedia and Century
Shenghuo in the same content and form with this Agreement upon the
completion of the above transfer.
7.3 During the term of this Agreement, should the term of operation of any
Century Shenghuo terminate by any reason; this Agreement to such Century
Shenghuo and its shareholders (to the extent that it acts as the
shareholder of such Century Shenghuo) will be terminated.
ARTICLE 8 - NOTICE
8.1 Any notice, request, demand and other correspondences made as required by
or in accordance with this Agreement shall be made in writing and delivered
to the relevant Party.
8.2 The abovementioned notice or other correspondences shall be deemed to have
been delivered when it is transmitted if transmitted by facsimile; it shall
be
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deemed to have been delivered when it is delivered if delivered in person;
it shall be deemed to have been delivered five (5) days after posting the
same if posted by mail.
ARTICLE 9 - LIABILITY FOR BREACH OF CONTRACT
9.1 The Parties agree and confirm that, if any party (hereinafter the
"DEFAULTING PARTY") breaches substantially any of the provisions herein or
omits substantially to perform any of the obligations hereunder, or fails
substantially to perform any of the obligations under this Agreement, such
a breach or omission shall constitute a default under this Agreement
(hereinafter a "DEFAULT"), then non-defaulting Party 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 non-defaulting Party's notifying the
Defaulting Party in writing and requiring it to rectify the Default, then
non-defaulting Party shall have the right at its own discretion to select
any of the following remedial measures:
(1) to terminate this Agreement and require the Defaulting Party to
indemnify it for all the damage; or
(2) mandatory performance of the obligations of the Defaulting Party
hereunder and require the Defaulting Party to indemnify it for all the
damage.
9.2 The Parties agree and confirm that in no circumstances shall the
Shareholders request the termination of this Agreement for any reason,
except otherwise stipulated by law or this Agreement.
9.3 Notwithstanding any other provisions herein, the validity of this Article
shall stand disregarding the suspension or termination of this Agreement.
ARTICLE 10 - MISCELLANEOUS
10.1 This Agreement shall be prepared in the Chinese language in five (5)
original copies, with each involved Party holding one (1) copy hereof.
10.2 The formation, validity, execution, amendment, interpretation and
termination of this Agreement shall be subject to PRC Law.
10.3 Any disputes arising hereunder and in connection herewith shall be settled
through consultations among the Parties to the dispute, and if the Parties
to the dispute cannot reach an agreement regarding such disputes within
[thirty (30)]
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days of their occurrence, such disputes shall be submitted to China
International Economic and Trade Arbitration Commission Shanghai Branch for
arbitration in Shanghai in accordance with the arbitration rules of such
Commission, and the arbitration award shall be final and binding on all
Parties to the dispute.
10.4 Any rights, powers and remedies empowered to any Party by any provisions
herein shall not preclude any other rights, powers and remedies enjoyed by
such Party in accordance with laws and other provisions under this
Agreement, and the exercise of its rights, powers and remedies by a Party
shall not preclude its exercise of its other rights, powers and remedies by
such Party.
10.5 Any failure or delay by a Party in exercising any of its rights, powers and
remedies hereunder or in accordance with laws (hereinafter the "PARTY'S
RIGHTS") shall not lead to a waiver of such rights, and the waiver of any
single or partial exercise of the Party's Rights shall not preclude such
Party from exercising such rights in any other way and exercising the
remaining part of the Party's Rights.
10.6 The titles of the Articles contained herein shall be for reference only,
and in no circumstances shall such titles be used in or affect the
interpretation of the provisions hereof.
10.7 Each provision contained herein shall be severable and independent from
each of other provisions, and if at any time any one or more articles
herein become invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions herein shall not be affected as
a result thereof.
10.8 Upon execution, this Agreement shall substitute any other legal documents
previously executed by the Parties on the same subject.
10.9 Any amendments or supplements to this Agreement shall be made in writing
and shall take effect only when properly signed by the Parties to this
Agreement. Notwithstanding the preceding sentence, considering that the
rights and obligations of each of the Shareholders hereunder are
independent and severable from each other, in case the amendment or
supplement to this Agreement is intended to have impact upon one of the
Shareholders, such amendment or supplement requires the approval of such
Shareholder only and it is not required to obtain the approval from the
other ones of the Shareholders (to the extent the amendment or supplement
do not have impact upon such other Shareholders).
10.10 Without prior written consent by Framedia Investment, the Shareholders
shall not transfer to any third party any of its right and/or obligation
under this Agreement, Framedia Investment shall have the right to transfer
to any third party designated by it any of its right and/or obligation
under this Agreement after notice to the Shareholders.
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10.11 This Agreement shall be binding on the legal successors of the Parties.
[The remainder of this page is left blank]
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IN WITNESS HEREOF, the following Parties have caused this Call Option Agreement
to be executed as of the date and in the place first here above mentioned.
▇▇▇ ▇▇▇
Signature: /s/ ▇▇▇ ▇▇▇
-----------------------------
▇▇▇▇ ▇▇▇
Signature: /s/ ▇▇▇▇ ▇▇▇
-----------------------------
SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
CO., LTD
(chop)
Signature by: /s/ ▇▇▇ ▇▇▇
--------------------------
Name: ▇▇▇ ▇▇▇
Position: Legal Representative
GUANGDONG CENTURY SHENGHUO ADVERTISEMENT
CO., LTD
(chop)
Signature by: /s/ ▇▇▇ ▇▇▇
--------------------------
Name: ▇▇▇ ▇▇▇
Position: Legal Representative
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APPENDIX I:
FORMAT OF THE OPTION EXERCISE NOTICE
To: [Name of the Shareholder(s)]
As our company and you/your company signed an Call Option Agreement as of
January 13 2006, (hereinafter the "OPTION AGREEMENT"), and reached an agreement
that you/your company shall transfer the equity you/your company hold in
Guangdong Century Shenghuo Advertisement Co., Ltd (hereinafter the "CENTURY
SHENGHUO") to our company or any third parties designated by our company on
demand of our company to the extent as permitted by PRC Law and regulations,
Therefore, our company hereby gives this Notice to you as follows:
Our company hereby requires to exercise the Call Option under the Option
Agreement and [our company] / [name of company/individual] designated by our
company shall accept the equity you/your company hold accounting for ______% of
Century Shenghuo Registered Capital (hereinafter the "PROPOSED ACCEPTED
EQUITY"). You/Your company is required to forthwith transfer all the Proposed
Accepted Equity to [our company] / [name of designated company/individual] upon
receipt of this Notice in accordance with the agreed terms in the Option
Agreement.
Best regards,
SHANGHAI FRAMEDIA INVESTMENT CONSULTANCY
CO., LTD
(Chop)
Authorized Representative:
-------------
Date:
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APPENDIX III:
FORM OF THE POWER OF ATTORNEY
I, __________________, hereby irrevocably entrust __________________ [with
his/her identity card number of __________________], as the authorized
representative of mine, to sign the Equity Transfer Agreement and other relevant
legal documents between me and ______________ regarding the Equity Transfer of
Guangdong Century Shenghuo Advertisement Co., Ltd.
Signature:
-----------------------------
Date:
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