EXHIBIT 10.53
CONFIDENTIAL
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CALL OPTION AGREEMENT
AMONG
SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD
BEIJING DOTAD TECHNOLOGY CO., LTD
AND
BEIJING FOCUS MEDIA WIRELESS CO., LTD
DATED AS OF
MAY 22, 2006
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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 [date], 2006 by and among the
following Parties:
(1) SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD. (hereinafter "FOCUS MEDIA
ADVERTISEMENT")
REGISTERED ADDRESS: F Room 1003, ▇▇.▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(2) SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD. (hereinafter "FOCUS
MEDIAADVERTISING AGENCY")
REGISTERD ADDRESS: A65 Room, ▇▇▇▇ ▇▇▇▇▇, ▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
LEGAL REPRESENTATIVE: ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
(3) BEIJING DOTAD TECHNOLOGY CO., LTD. (hereinafter "DOTAD TECHNOLOGY")
REGISTERED ADDRESS: ▇▇. ▇, ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Haidian
District, Beijing
LEGAL REPRESENTATIVE: [ ]
(4) BEIJING FOCUS MEDIA WIRELESS CO., LTD. (hereinafter "FOCUS MEDIA WIRELESS")
REGISTERED ADDRESS: ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇, Qi Road, Shangdi
Development Region, Haidian District, Beijing
LEGAL REPRESENTATIVE: [ ]
( Focus Media Advertisement and Focus Media Adverting Agency hereinafter shall
be individually referred to as a "SHAREHOLDER" and collectively, the
"SHAREHOLDERS". Shareholders, Dotad Technology and Focus Media Wireless
hereinafter shall be individually referred to as a "PARTY" and collectively
referred to as the "PARTIES".)
WHEREAS:
(1) Shareholders are the enrolled shareholders of Focus Media Wireless, legally
holding all the equity of the company as of the execution date of this
Agreement, of which Focus Media Advertisement holds 90% interest while
Focus Media Advertising Agency holds 10%.
(2) The Shareholders intend to transfer to Dotad Technology, and Dotad
Technology is willing to accept, all their respective equity interest in
Focus Media Wireless to the extent not violating PRC Law.
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(3) In order to conduct the above equity transfer, the Shareholders agree to
jointly grant Dotad Technology an irrevocable call option for equity
transfer (hereinafter the "CALL OPTION"), under which and to the extent
permitted by PRC Law, the Shareholders shall on demand of Dotad Technology
transfer the Option Equity (as defined below) to Dotad Technology 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 Focus Media Wireless Registered Capital (as
defined below);(in respect of Focus Media Advertisement, means the 90% equity it
holds in Focus Media Wireless, in respect of Focus Media Advertising Agency,
means the 10% equity it holds in Focus Media Wireless.).
"FOCUS MEDIA WIRELESS REGISTERED CAPITAL" shall mean the registered capital of
Focus Media Wireless as of the date of this Agreement, 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 Focus Media Wireless which Dotad
Technology has the right to require the Shareholders to transfer to it or its
designated entity or individual when Dotad Technology 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 Dotad Technology 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 Dotad Technology 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 Focus Media Wireless by Dotad Technology, all the Transfer
Price that Dotad Technology or its designated entity or individual shall pay to
the Shareholders shall be
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calculated by multiplying the ratio of such Option Equity to the registered
capital of such Focus Media Wireless with the total amount of the registered
capital of such Focus Media Wireless. If there exists any regulatory provision
with respect to Transfer Price under the then PRC Law, Dotad Technology 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 Focus Media Wireless is required to have for legally and validly
operating its 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.
"FOCUS MEDIA WIRELESS ASSETS" shall mean all the tangible and intangible assets
which Focus Media Wireless 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 Focus Media Wireless is a
party and which has a material impact on the businesses or assets of the Focus
Media Wireless,
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 Dotad Technology hereby irrevocably
and without any additional conditions with a Call Option, under which Dotad
Technology shall have the right to require the Shareholders to transfer the
Option Equity to Dotad Technology or its designated entity or individual in
such method as set out herein and as permitted by PRC Law. Dotad Technology
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, Dotad Technology 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 Dotad Technology and/or other entity or
individual designated by it to hold all the equity interest of Focus Media
Wireless, then Dotad Technology shall have the right to elect to exercise
all of its Call Option at once, where Dotad Technology 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 Dotad Technology and/or
other entity or individual designated by it to hold only part of the equity
in Focus Media Wireless, Dotad Technology 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 Dotad Technology and/or other entity or
individual designated by it shall accept such amount of the Transferred
Equity from the Shareholders. In the latter case, Dotad Technology 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 Dotad Technology, each of the Shareholders
shall transfer their respective equity in the Focus Media Wireless to Dotad
Technology 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. Dotad Technology and other entity or individual designated by
it shall pay the Transfer Price to each of the Shareholders who has
transferred the Transferred Equity for the Transferred Equity accepted in
each Exercise of Option. If permitted by PRC Law, Dotad Technology shall
have the right to set-off the Transfer Price with it/its affiliates' credit
rights (if any) against the Shareholders.
3.4 In each Exercise of Option, Dotad Technology 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, Dotad Technology 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 I hereto). The
Shareholders shall, upon receipt of the Exercise Notice, forthwith transfer
all the Transferred Equity in accordance with the Exercise Notice to Dotad
Technology and/or other entity or individual designated by Dotad Technology
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 Dotad
Technology issues the Exercise Notice in respect to the specific
Transferred Equity of the Focus Media Wireless held by it:
(1) it shall immediately hold or request to hold a shareholders' meeting
of the Focus Media Wireless 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 Dotad Technology 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
Dotad Technology and/or other entity or individual designated by it
for transfer of all the Transferred Equity to Dotad Technology and/or
other entity or individual designated by it at the Transfer Price; and
(3) it shall provide Dotad Technology 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 Dotad Technology and of the laws and regulations, in
order that Dotad Technology 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 II hereto), authorizing in writing any
person designated by Dotad Technology 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 Dotad Technology 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
Dotad Technology and Dotad Technology 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 Focus Media Wireless as follows:
4.1.1 Each of Shareholders is a limited liability corporation duly
registered and validly existing under PRC Law, with independent
status as a legal person; Each of Shareholders has full and
independent legal status and legal capacity to execute, deliver and
perform this Agreement, and may act
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independently as a subject of actions.
4.1.2 This Agreement is executed and delivered by Shareholders legally and
properly. This Agreement constitutes the legal and binding
obligations on 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 Shareholders' Voting Rights Proxy
Agreement entered into by Shareholders, Dotad Technology and Focus
Media Wireless dated [ ] 2006 (the "PROXY AGREEMENT"), the Equity
Pledge Agreement entered into by Shareholders, Dotad Technology and
Focus Media Wireless dated [ ] 2006 (the "EQUITY PLEDGE AGREEMENT"),
there is no lien, pledge, claim and other encumbrances and third
party rights on the Option Equity. In accordance with this
Agreement, Dotad Technology 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 Focus Media Wireless shall obtain complete Business Permits as
necessary for its operations upon this Agreement taking effect, and
Focus Media Wireless shall have sufficient rights and qualifications
to operate within PRC the businesses of value-added
telecommunication service and other business relating to its current
business structure. Focus Media Wireless 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 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
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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.
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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:
5.4.1 Sell, transfer, mortgage or dispose by other way any assets,
business, revenue or other legal rights of its own or any Focus
Media Wireless, 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 Dotad Technology and approved
by Dotad Technology 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 Dotad Technology and approved by Dotad Technology in writing);
5.4.3 release any dividend or share profit to Shareholders 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 Dotad Technology 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 Focus Media Wireless known to or received
by it as the shareholder of Focus Media Wireless.
The Shareholders may use such Confidential Information only for the
purpose of
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performing its obligations under this Agreement. No Shareholders shall
disclose the above Confidential Information to any third parties without
the written consent from Dotad Technology, or they shall bear the default
liability and indemnify the losses.
6.2 Upon termination of this Agreement, both Shareholders shall, upon demand
by Dotad Technology, 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 7.2 and 7.3 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 9.1 of this Agreement. Upon the expiration of
this Agreement, the Agreement will be automatically renewed for one (1)
year, unless Dotad Technology gives the other Parties written notice of
its intention not renew at least thirty (30) days prior to expiration.
7.2 In respect of the Shareholder, when it transfer all of its Option Equity
for all the equity interest they held in Focus Media Wireless to Dotad
Technology and/or other entity or individual designated by it in
accordance with this Agreement, the restriction under this Agreement for
such shareholder as the shareholder of the Focus Media Wireless will be
terminated. After termination of this Agreement in respect to such
Shareholder according to this Article, this Agreement continues to be
fully valid in respect to other Shareholders.
7.3 During the term of this Agreement, should the business term of Focus Media
Wireless terminate by any reason; this Agreement to Focus Media Wireless
and Shareholders (to the extent that it acts as the shareholder of Focus
Media Wireless) 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
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been delivered when it is transmitted if transmitted by facsimile; it
shall be 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) specific 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 four (4)
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 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.
10.10 Without prior written consent by Dotad Technology, the Shareholders shall
not transfer to any third party any of its right and/or obligation under
this Agreement, Dotad Technology 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.
10.11 This Agreement shall be binding on the legal successors of the Parties. 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.
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SHANGHAI FOCUS MEDIA ADVERTISEMENT CO., LTD.
(chop)
Signature by Legal Representative: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
SHANGHAI FOCUS MEDIA ADVERTISING AGENCY CO., LTD.
(chop)
Signature by Legal Representative: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
BEIJING DOTAD TECHNOLOGY CO., LTD.
(chop)
Signature by Legal Representative: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
BEIJING FOCUS MEDIA WIRELESS CO., LTD.
Signature by Legal Representative: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------
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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
[date], 2006 (hereinafter the "OPTION AGREEMENT"), and reached an agreement that
you/your company shall transfer the equity you/your company hold in [name of the
Focus Media Wireless](hereinafter the "FOCUS MEDIA WIRELESS") 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/your 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
Focus Media Wireless 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,
BEIJING DOTAD TECHNOLOGYCO., LTD.
(Chop)
Authorized Representative: ____________
Date: ____________
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APPENDIX II:
FORM OF THE POWER OF ATTORNEY
The company hereby irrevocably entrust ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ [Identity Card
number: 310109730305521] , as the authorized representative of the company, to
sign the Equity Transfer Agreement between the company and Beijing Dotad
Technology Co., Ltd. regarding the Equity Transfer of Beijing Focus Media
Wireless Co., Ltd. and other relevant legal documents.
The company hereby confirms that once the Equity Transfer Agreement between the
company and Beijing Dotad Technology Co., Ltd. regarding the Equity Transfer of
Beijing Focus Media Wireless Co., Ltd. and other relevant legal documents are
signed by the entrusted representative for and on behalf of the company, such
agreement and other relevant legal documents constitute the legal and binding
obligations on the company.
Shanghai Focus Media Advertisement Co., Ltd.
(Chop)
Signature: _______________
Date: ____________________
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FORM OF THE POWER OF ATTORNEY
The company hereby irrevocably entrust ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ [Identity Card
number: 310109730305521] , as the authorized representative of the company, to
sign the Equity Transfer Agreement between the company and Beijing Dotad
Technology Co., Ltd. regarding the Equity Transfer of Beijing Focus Media
Wireless Co., Ltd. and other relevant legal documents.
The company hereby confirms that once the Equity Transfer Agreement between the
company and Beijing Dotad Technology Co., Ltd. regarding the Equity Transfer of
Beijing Focus Media Wireless Co., Ltd. and other relevant legal documents are
signed by the entrusted representative for and on behalf of the company, such
agreement and other relevant legal documents constitute the legal and binding
obligations on the company.
Shanghai Focus Media Advertising Agency Co., Ltd.
(Chop)
Signature: _______________
Date: ____________________
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