EX-10.77 LOAN AGREEMENT, DATED APRIL 20, 2005, BY



 





Exhibit 10.77




Loan Agreement




This Loan Agreement (this “Agreement”) is entered into as of April 20, 2005 by and among the
following Parties:




	(1)	 	New Allyes Information Technology (Shanghai) Co., Ltd. (“Lender”)

Address: Room E-G, Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai;
	 
	(2)	 	Hailong Zhu (“Borrower”)

ID card No.: 110108680408041

Address: Room 2504, Building 4, Yuanjing Garden, Lane 1 Xujiahui Road, Shanghai;





The Lender and the Borrower will be called hereinafter the “One Party” respectively and the “Both
Parties” collectively.



WHEREAS:




Borrower is the resident of the People’s Republic of China (the “PRC”).



Lender is a company with limited liability registered in Shanghai. The Lender intends to provide a
loan to the Borrower.



NOW THEREFORE, Both Parties agree as follows:




	1.	 	Loan






	 	1.1	 	The Lender agrees to provide a long-term loan to the Borrower with the principal as
RMB 500,000 in accordance with the terms and conditions set forth in this Agreement. Term
for such loan will be ten (10) years and shall be extended upon the agreement of Both
Parties through negotiations. During the term or extended term of such loan, the Borrower
shall refund the loan ahead of the loan term or the extended loan term, if either of the
following events occurs:






	 	(1)	 	Borrower becomes dead or becomes a person without capacity or with
limited capacity for civil acts;
	 
	 	(2)	 	Borrower quits from or dismissed by the Lender or its affiliates;
	 
	 	(3)	 	the Borrower commits a crime or involves a crime;






	 	1.2	 	The Lender agrees to remit the amount of such loan to the account designated by the
Borrower within seven (7) days after receiving the Borrower’s written notification to use
the loan, provided that all of the preconditions set forth in Section 2 of this Agreement
are satisfied. The Borrower shall issue confirmation notification to the Lender on the
day receiving the amount of the loan. The




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	 	 	 	commitments of the Lender under this section are effective only to the Borrower itself,
but not the Borrower’s inheritor or transferee.
	 
	 	1.3	 	The Borrower agrees to accept such loan provided by the Lender and agrees and
warrants hereby such loan shall be used only for establishing an advertisement company in
Shanghai for the Borrower. Without the Lender’s prior written consent, the Borrower shall
not use the amount of such loan for any other purpose or transfer or pledge its equity in
the Borrower’s Company to any other third party.
	 
	 	1.4	 	The Lender and the Borrower jointly agree and confirm that the Borrower shall refund
the loan only by transferring all of Borrower’s equity in the Borrower’s Company to the
Lender or other (legal person or natural person) designated by the Lender.
	 
	 	1.5	 	The Lender and the Borrower hereby jointly agree and confirm that any proceeds raised
from the transfer of Borrower’s equity in the Borrower’s Company shall be paid to the
Lender, as the consideration of the loan provided by the Lender, in the means designated
by the Lender in accordance with this Agreement and the Agreement shall terminate
simultaneously.
	 
	 	1.6	 	The Lender and the Borrower hereby jointly agree and confirm that the Lender has the
right to, but has no obligation to, at any time, purchase or designate the other (legal
person or natural person) to purchase all or part of Borrower’s equity in the Borrower’s
Company at any price determined by Both Parties, subject to the permission of the law.
	 
	 	 	 	The Borrower warrants to issue an irrevocable proxy to confer all its rights as a
shareholder of the Borrower’s Company to a person designated by the Lender.
	 
	 	1.7	 	Interest of the Loan. In the event when the Borrower transfer its equity in the
Borrower’s Company to the Lender or the person designated by the Lender, the loan
hereunder shall be deemed as the loan without interest, if the transfer price of such
equity equals to or is less than the principal under this Agreement. However, in case
that the transfer price exceeds the amount of principal hereunder, the exceeding amounts
shall be deemed the interests of such loan under this Agreement and shall be paid to the
Lender by the Borrower.






	2.	 	Preconditions of the Loan 





     The Lender will be liable to provide loan to the Borrower in accordance with Section 1.1 when
all of the following conditions are satisfied or are waived by the Lender in writing.




	2.1	 	Subject to the terms of Section 1.2, the Lender receives the drawing notice formally issued
by the Borrower.




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	2.2	 	The Lender, the Borrower and Lender have formally executed a equity pledge contract (the
“Share Pledge Agreement”), by virtue of which the Borrower agrees to pledge all its equity in
the Borrower’s Company to the Lender.
	 
	2.3	 	The Borrower, Lender and Borrower’s Company have executed an Call Option Agreement (the “Call
Option Agreement”), as per which the Borrower shall grant the Lender an irrevocable option to
purchase all of the Borrower’s equity in the Borrower’s Company, provided that it is permitted
by laws of PRC.
	 
	2.4	 	The above-mentioned Share Pledge Agreement and Call Option Agreement are in full
effectiveness, of which there is none of default event and all relevant filing procedures,
approval, authorization, registration and governmental proceedings have been obtained or
completed (if needed).
	 
	2.5	 	The representation and warranties under Section 3.2 are, and shall be, true, integrate,
correct and un-misleading, on the day of drawing notification and on the drawing day, just as
the representation and warranties are made on such days.
	 
	2.6	 	The Borrower breaches none of its commitments under Section 4 and no event which will affect
the Borrower’s performance of the obligations hereunder, happens or threatens to happen.
	 
	3.	 	Representation and Warranties






	 	3.1	 	The Lender hereby represents and warrants to the Borrower that, from the execution date
of this Agreement until the date this Agreement terminates,






	 	(a)	 	Lender is a company registered and validly existing under the laws of PRC;
	 
	 	(b)	 	subject to its business scope, articles of association and other organizational
documents, the Lender has full right, power and all necessary and appropriate approval
and authorization to execute and perform this Agreement;
	 
	 	(c)	 	the execution and the performance of this Agreement shall not be against any
enforceable and effective laws and regulations, governmental approval, authorization
and notification, other government documents and any contracts executed with, or
commitments made to, any third party; and
	 
	 	(d)	 	this Agreement shall constitute the legal, valid and binding obligations of the
Lender, which is enforceable against the Lender in accordance with its terms upon its
execution.






	 	3.2	 	The Borrower hereby represents and warrants that, from the execution date of this
Agreement until the date this Agreement terminates,






	 	(a)	 	the Borrower’s Company is a limited liability company registered and validly
existing under the laws of PRC;




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	 	(b)	 	Borrower has full right to execute and perform this Agreement;
	 
	 	(c)	 	the execution and the performance of this Agreement shall not be against any
enforceable and effective laws and regulations, governmental approval, authorization
and notification, other government documents and any contracts executed with, or
commitments made to, any third party;
	 
	 	(d)	 	this Agreement shall constitute the legal and valid obligations of the
Borrower, which is enforceable against the Borrower in accordance with its terms upon
its execution;
	 
	 	(e)	 	the Borrower has paid contribution in full for its equity in the Borrower’s
Company in accordance with applicable laws and regulations and has acquired capital
contribution verification report issued by the qualified accounting firm;
	 
	 	(f)	 	the Borrower neither create pledge or any other security, nor make third party
any offer to transfer the Borrower’s equity, nor make acceptance for the offer of any
third party to purchase Borrower’s equity, nor execute agreement with any third party
to transfer Borrower’s equity, except the terms of the Equity Pledge Contract;
	 
	 	(g)	 	there are no disputes and legal or other proceedings pending or threatened
before any court, tribunal or other regulatory authority and involving the Borrower;
and
	 
	 	(h)	 	the Borrower’s Company has completed all governmental approval, authorization,
license, register, filing and otherwise necessary to carry out the business subject to
its business license and to possess its assets.






	4.	 	Commitments of Borrower 
	 
	4.1	 	The Borrower, as major shareholder of the Borrower’s Company, agrees that it shall cause the
Borrower’s Company, during the term of this Agreement,






	 	(a)	 	not to supply, amend or modify its articles of association, to increase or
decrease its registered capital, or to change its capital structure in any way without
the Lender’s prior written consent;
	 
	 	(b)	 	subject to good financial and business rules and practices, to maintain and
operate its business and handle matters prudently and effectively;
	 
	 	(c)	 	not to sell, transfer, mortgage, dispose of in any other way, or to create
other security interest on, any of its assets, business or legal right to collect
interests without the Lender’s prior written consent;




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	 	(d)	 	without the Lender’s prior written consent, not to create, succeed to,
guarantee or permit any debt, except (i)the debt arising in the course of the ordinary
or daily business operation, but not arising from the loan, and (ii)the debt being
reported to the Lender or having approved by the Lender in writing;
	 
	 	(e)	 	to operate persistently all the business of the Borrower’s Company and to
maintain the value of its assets;
	 
	 	(f)	 	without the Lender’s prior written consent, not to execute any material
contracts (during this stage, a contract will be deemed material if the value of it
exceeds RMB¥1,000,000) except those executed during the ordinary operation;
	 
	 	(g)	 	not to provide loan or credit to any person without the Lender’s prior written
consent;
	 
	 	(h)	 	to provide information concerning all of its operation and financial affairs
subject to the Lender’s request;
	 
	 	(i)	 	to purchase insurance from the insurance company accepted by the Lender and
maintain persistently such insurance, provided that the amount and type of such
insurance are as the same as, or equivalent to, the insurance amount and insurance type
taken out generally by the company which operates, in the same territory, the similar
business and possesses the similar properties or assets;
	 
	 	(j)	 	not to merger or combine with, buy or invest in, any other person without the
Lender’s prior written consent;
	 
	 	(k)	 	to inform promptly the Lender of the pending or threatened suit, arbitration or
regulatory procedure concerning the assets, business or income of the Borrower’s
Company;
	 
	 	(l)	 	to execute all necessary or appropriate documents, to take all necessary or
appropriate action and to bring all necessary or appropriate lawsuit or to make all
necessary and appropriate defending against all claims, in order to maintain the
ownership of the Borrower’s Company for all its assets;
	 
	 	(m)	 	without the Lender’s prior written consent, not to issue dividends to each
shareholder in any form, provided however, the Borrower’s Company shall promptly
allocate all its allocable profits to each of its shareholders upon the Lender’s
request;
	 
	 	(n)	 	to appoint any person designated by the Lender to be the director of the
Borrower’s Company subject to the Lender’s request;




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	 	(o)	 	to comply strictly with the terms under the Exclusive Purchase Contract and to
do nothing affecting the validity and enforceability of such contract;






	4.2	 	The Borrower agrees that it shall, during the term of this Agreement,






	 	(a)	 	not sell, transfer, mortgage, dispose of in any other way, or create other
security interest on, any of its legal right of equity or equity interest without the
Lender’s prior written consent, except the terms of the Equity Pledge Contract;
	 
	 	(b)	 	cause the shareholder’s meeting appointed by the Lender not to sell, transfer,
mortgage, dispose of in any other way, or to create other security interest on, any of
the Borrower’s legal right of equity or equity interest without the Lender’s prior
written consent, except that the counter party is the Lender or those designated by the
Lender;
	 
	 	(c)	 	cause the shareholder’s meeting appointed by the Lender not to merge or combine
with, buy or invest in, any person without the Lender’s prior consent;
	 
	 	(d)	 	promptly inform the Lender of the pending or threatened suit, arbitration or
regulatory procedure concerning the Borrower’s equity in the Borrower’s Company;
	 
	 	(e)	 	execute all necessary or appropriate documents, take all necessary or
appropriate action and bring all necessary or appropriate lawsuit or make all necessary
and appropriate defending against all claims, in order to maintain the ownership of the
Borrower’s Company for all its assets;
	 
	 	(f)	 	do nothing that may materially affect the assets, business and liabilities of
the Borrower’s Company without the Lender’s prior written consent;
	 
	 	(g)	 	appoint any person to be the director of the Borrower’s Company subject to the
Lender’s request;
	 
	 	(h)	 	transfer promptly and unconditionally, at any time, all of the Borrower’s
equity in the Borrower’s Company to the Lender or representative designated by the
Lender and cause the other shareholder of the Borrower’s Company to waive its option to
purchase such equity hereof, subject to the requesting of the then holding company of
the Lender, provided that such transfer is permitted under the laws of PRC;
	 
	 	(i)	 	cause the other shareholder of the Borrower’s Company to transfer promptly and
unconditionally, at any time, all equity of the other shareholder in the Borrower’s
Company to the representative designated by the Lender and the Borrower hereby waive
its option to purchase such equity hereof, subject to the requesting of the then
holding company of the Lender, provided that such transfer is permitted under the laws
of PRC;




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	 	(j)	 	refund the loan to the Lender with such amount arising from transferring
Borrower’s equity in the Borrower’s Company if the Lender purchases the Borrower’s
equity subject to the Exclusive Purchase Contract; and
	 
	 	(k)	 	comply strictly with the terms of this Agreement, Equity Pledge Contract and
Exclusive Purchase Contract, fully perform all obligations under such contracts and do
nothing affecting the validity and enforceability of such contracts.






	5.	 	Default 





     The Borrower shall pay the overdue interests with 0.01% of the overdue amount until the
Borrower refunds all of the principal, overdue interests of the principal and other money, in the
event when the Borrower dose not perform its obligation of repayment.




	6.	 	Notifications 





     Notice or other communications under this Contract shall be delivered personally or sent by
facsimile transmission or by registered mail to the address set forth below, except that such
address has been changed in writing. The date noted on the return receipt of the registered mail is
the service date of the notice if the notice is sent by registered mail; the sending date is the
service date of the notice if the notice is sent personally or by facsimile transmission. The
original of the notice shall be sent personally or by registered mail to the following address
after the notice is sent by facsimile.



	 	 	 
	Lender:

	 	New Allyes Information Technology (Shanghai) Co., Ltd.
	 

	 	     Address: Room E-G, Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai
	 

	 	     Telephone No.: 021-32124667
	 

	 	     Facsimile No.: 52400997
	 
	 	 
	Borrower:

	 	Hailong Zhu
	 

	 	     Address: Room 2504, Building 4, Yuanjing Garden, Lane 1 Xujiahui Road, Shanghai







	7.	 	Confidentiality





     Both parties acknowledge and confirm that any oral or written materials concerning this
Agreement exchanged between them are confidential information. Both parties shall protect and
maintain the confidentiality of all such confidential data and information and shall not disclose
to any third party without the other party’s written consent, except (a) the data or information
that was in the public domain or later becomes published or generally known to the public, provided
that it is not released by the receiving party, (b) the data or information that shall be disclosed
pursuant to applicable laws or regulations, and (c) the data or information that shall be disclosed
to One Party’s legal counsel or financial counsel who shall also bear the obligation of maintaining
the confidentiality similar to the obligations hereof. The undue disclosing of the confidential
data or information of One



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Party’s legal counsel or financial counsel shall be deemed the undue disclosing of such party
who shall take on the liability of breach of this Agreement. This section shall survive after this
Agreement terminates by any reason.




	8.	 	Governing Law and Settlement of Disputes 
	 
	8.1	 	The execution, validity, interpretation, performance, implementation, termination and
settlement of disputes of this Agreement shall be governed by the laws of PRC.
	 
	8.2	 	Both Parties shall strive to settle any dispute arising from the interpretation or
performance in connection with this Agreement through friendly consultation within 30 days
after One Party ask for consultation. In case no settlement can be reached through
consultation, One Party can submit such matter to China International Economic and Trade
Arbitration Commission (the “CIETAC”). The arbitration shall follow the current rules of
CIETAC, and the arbitration proceedings shall take place in Shanghai. The arbitration award
shall be final and binding upon the Both Parties and shall be enforceable in accordance as its
terms.
	 
	8.3	 	In case of any disputes arising out of the interpretation and performance of this Agreement
or any pending arbitration of such dispute, Both Parties shall continue to perform their
rights and obligations under this Agreement, except that such maters are involved in the
disputes.
	 
	9.	 	Miscellaneous
	 
	9.1	 	This Agreement shall be effective as of the date of execution and shall expire when Both
Parties has fully performed their obligations under this Agreement.
	 
	9.2	 	This Agreement is made in duplicate and each of the parties shall keep one, which has the
same effect.
	 
	9.3	 	Both Parties may amend and supply this Agreement with a written agreement The amendment and
supplement duly executed by Both Parties shall be part of this Agreement and shall have the
same legal effect as this Agreement.
	 
	9.4	 	Any provision of this Agreement that is invalid or unenforceable shall not affect the
validity and enforceability of any other provisions hereof.
	 
	9.5	 	The Appendices referred to in this Agreement are an integral part of this Agreement and have
the same legal effect as this Agreement.




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Lender: New Allyes Information Technology (Shanghai) Co., Ltd. (Corporate Seal)




/s/ Jiangang Wang

Position: Authorized Representative




Borrower: Hailong Zhu




/s/ Hailong Zhu





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