Exhibit 10.138Confidential**Call Option Agreement****among****Hailong Zhu****New Allyes Information Technology (Shanghai) Co., Ltd****and****Shanghai Quanshi Advertisement Co., Ltd.**
 

 
**Call Option Agreement**This **Call Option Agreement**(this “**Agreement**”) is entered into in Shanghai of the People’sRepublic of China (the “**PRC**”) as of May 17, 2005 by and among the following Parties:**(1)** **Hailong Zhu, Resident of the PRC,**holding the Identification Card of the PRC (No.110108680408041), with the address at Room 2504, No.4 Building of Lijing Park, No.1 Lane ofXujiahui Road, Shanghai (hereinafter “**Shareholder**”) (2) **New Allyes Information Technology (Shanghai) Co., Ltd.,**a wholly-owned foreign enterpriseincorporated under the laws of China (hereinafter “**Company**”) (3) **Shanghai Quanshi Advertisement Co., Ltd.,**a company of limited liabilities incorporated underthe laws of PRC (hereinafter **“SH Quanshi”**)   (Any sole party hereinafter shall be individually referred to as a “**Party**” and collectively,the “**Parties**”.)**Whereas**:(1) Shareholder is the enrolled shareholders of SH Quanshi, legally holding a portion of 50% ofthe equity interest in SH Quanshi, the equity structure proportion of SH Quanshi is listed inthe Appendix I as of the execution date of this Agreement. (2) The Shareholder and the Company concluded the Loan Agreement on April 20, 2005 and the EquityPledge Agreement on May 17, 2005. (3) The Shareholder intends to transfer to the company or the person(s) designated by it(hereinafter “Designee(s)”), and the Designee(s) is willing to accept, all his respectiveequity interest in SH Quanshi, to the extent not violating PRC Law. (3) In order to conduct the above equity transfer, the Shareholder agree to jointly grant theCompany an irrevocable call option for equity transfer (hereinafter the “Call Option”), underwhich and to the extent permitted by PRC Law, the Shareholder shall on demand of the Companytransfer the Option Equity (as defined below) to the Company and/or the Designee(s) inaccordance with the provisions contained herein.**Therefore**, the Parties hereby have reached the following agreement upon mutual consultations:
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**Article 1 — Definition**1.1 Except as otherwise construed in the context, the following terms in this Agreement shall beinterpreted to have the following meanings:“**PRC Law**” shall mean the then valid laws, administrative regulations, administrative rules, localregulations, judicial interpretations and other binding regulatory documents of the People’sRepublic of China.**“Designee(s)”**shall mean individuals, companies, Chinese-foreign equity joint ventures, partnershipenterprises, trust or non-company organizations.“**Option Equity**” shall mean, in respect of the Shareholder, all of the equity interest held therebyin the SH Quanshi Registered Capital (as defined below).**“SH Quanshi Registered Capital”**shall mean the registered capital of SH Quanshi as of the executiondate of this Agreement, i.e., RMB1,000,000 which shall include any expanded registered capital asthe result of any capital increase within the term of this Agreement.“**Transferred Equity**” shall mean the equity of SH Quanshi which the Company or Designee(s) has theright to require the Shareholder to transfer to it or its designated entity or individual when theCompany or Designee(s) exercises its Call Option (hereinafter the “**Exercise of Option**”) inaccordance with Article 3.2 herein, the amount of which may be all or part of the Option Equity andthe details of which shall be determined by the Company or the Designee(s) at its sole discretionin accordance with the then valid PRC Law and from its commercial consideration.“**Transfer Price**” shall mean all the consideration that the Company or the Designee(s) is requiredto pay to the Shareholder in order to obtain the Transferred Equity upon each Exercise of Option.“**Business Permits**” shall mean any approvals, permits, filings, registrations etc. which SH Quanshiis 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 Licenseof the Corporate Legal Person, the Tax Registration Certificate and such other relevant licensesand permits as required by the then PRC Law.“**SH Quanshi Assets**” shall mean all the tangible and intangible assets which SH Quanshi owns or hasthe right to use during the term of this Agreement, including but not limited to any immoveable andmoveable assets, and such intellectual property rights as trademarks, copyrights, patents,proprietary know-how, domain names and software use rights.
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“**Material Agreement**” shall mean an agreement to which SH Quanshi is a party and which has amaterial impact on the businesses or assets of SH Quanshi.“**Loan Agreement**” shall mean the Loan Agreement entered into between the Shareholder and theCompany.1.2 The references to any PRC Law herein shall be deemed (1) to include the references to the amendments, changes, supplements and reenactments ofsuch law, irrespective of whether they take effect before or after the formation of thisAgreement; and  (2) to include the references to other decisions, notices or regulations enacted inaccordance therewith or effective as a result thereof.1.3 Except as otherwise stated in the context herein, all references to an Article, clause, itemor paragraph shall refer to the relevant part of this Agreement.**Article 2 – Grant of Call Option**  The Shareholder agrees to grant the Company or the Designee(s) hereby irrevocably and withoutany additional conditions with a Call Option, under which the Company or the Designee(s) shallhave the right to require the Shareholder to transfer the Option Equity to the Company or theDesignee(s) in such method as set out herein and as permitted by PRC Law. The Company or theDesignee(s) also agrees to accept such Call Option.**Article 3 – Method of Exercise of Option**3.1 To the extent permitted by PRC Law, the Company shall have the sole discretion to determinethe specific time, method and times of its Exercise of Option. 3.2 If the then PRC Law permits the Company or the Designee(s) to hold all the equity interest ofSH Quanshi, then the Company shall have the right to elect to exercise all of its Call Optionat once, where the Company or the Designee(s) shall accept all the Option Equity from theShareholder at once; if the then PRC Law permits the Company or the Designee(s) to hold onlypart of the equity in SH Quanshi, the Company shall have the right to determine the amount ofthe Transferred Equity within the extent not exceeding the upper limit of shareholding ratioset out by the then PRC Law (hereinafter the “**Shareholding Limit**”), where the Company or theDesignee(s) shall accept such amount of the Transferred Equity from the Shareholder. In thelatter case, the Company shall have the right to exercise its Call Option at multiple times inline with the gradual deregulation of PRC Law on the permitted Shareholding Limit, with a viewto ultimately acquiring all the Option Equity.
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3.3 At each Exercise of Option by the Company, the Shareholder shall transfer their respectiveequity in the SH Quanshi to the Company or the Designee(s) respectively in accordance with theamount required by the Company. The Company or the Designee(s) shall pay the Transfer Price tothe Shareholder for the Transferred Equity accepted in each Exercise of Option. 3.4 In each Exercise of Option, the Company may accept the Transferred Equity by itself ordesignate any third party to accept all or part of the Transferred Equity. 3.5 On deciding each Exercise of Option, the Company shall issue to the Shareholder a notice forexercising the Call Option (hereinafter the “**Exercise Notice**”, the form of which is set out asAppendix II hereto). The Shareholder shall, upon receipt of the Exercise Notice, forthwithtransfer all the Transferred Equity in accordance with the Exercise Notice to the Company orthe Designee(s) in such method as described in Article 3.3 herein. 3.6 The Shareholder hereby undertakes and guarantees that once the company issues the ExerciseNotice: (1) it shall immediately hold or request to hold a shareholders’ meeting and adopt aresolution through the shareholders’ meeting, and take all other necessary actions toagree to the transfer of all the Call Option to the Company or the Designee(s) at theTransfer Price;  (2) it shall immediately enter into an equity transfer agreement with the Company orthe Designee(s) for transfer of all the Transferred Equity to the Company or theDesignee(s) at the Transfer Price; and  (3) it shall provide the Company with necessary support (including providing andexecuting all the relevant legal documents, processing all the procedures for governmentapprovals and registrations and bearing all the relevant obligations) in accordance withthe requirements of the Company and of the laws and regulations, in order that theCompany or the Designee(s) may take all the Transferred Equity free from any legaldefect.3.7 At the meantime of this Agreement, the Shareholder shall respectively enter into a power ofattorney (hereinafter the “**Power of Attorney**”, the form of which is set out as Appendix IIIhereto), authorizing in writing any person designated by the Company to, on behalf of theShareholder, to enter into any and all of the legal documents in accordance with thisAgreement so as to ensure that the Company or the Designee(s) takes all the Transferred Equityfree from any legal defect. Such Power of Attorney shall be delivered for custody by theCompany and the Company may, at any time if necessary, require the Shareholder to enter into
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  multiple copies of the Power of Attorney respectively and deliver the same to the relevantgovernment department.3.8 The Transferred Price obtained by the Shareholder upon each Exercise of Option shall be firstused to repay the relevant loans of the Shareholder under the Loan Agreements.**Article 4 – Representations and Warranties**4.1 The Shareholder hereby represents and warrants as follows: 4.1.1 The Shareholder is a PRC citizen with full capacity, with full and independentlegal status and legal capacity to execute, deliver and perform this Agreement, and mayact independently as a litigant party.  4.1.2 The Shareholder has full power and authorization to execute and deliver thisAgreement and all the other documents to be entered into by it in relation to thetransaction referred to herein, and it has the full power and authorization to completethe transaction referred to herein. This Agreement is executed and delivered by PersonalShareholders legally and properly. This Agreement constitutes the legal and bindingobligations on Personal Shareholders and is enforceable on it in accordance with itsterms and conditions.  4.1.3 The Shareholder is the enrolled legal owner of the Option Equity as of theeffective date of this Agreement, and except the rights created by this Agreement, theShareholder shall cause the shareholders’ meeting not to approve any legal or beneficialrights or interest of the equity to be deal by sale, transfer, mortgage or other ways orto permit any other guarantees set up upon it. In accordance with this Agreement, theCompany or the Designee(s) may, after the Exercise of Option, obtain the proper title tothe Transferred Equity free from any lien, pledge, claim and other encumbrances and thirdparty rights.  4.1.4 SH Quanshi shall obtain complete Business Permits as necessary for its operationsupon this Agreement taking effect, and SH Quanshi shall have sufficient rights andqualifications to operate within PRC the businesses of advertising and other businessrelating to its current business structure. SH Quanshi has conducted its business legallysince its establishment and has not incurred any cases which violate or may violate theregulations and requirements set forth by the departments of commerce and industry, tax,culture, news, quality technology supervision, labor and social security and othergovernmental departments or any disputes in respect of breach of contract.
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4.2 The Company hereby represents and warrants as follows: 4.2.1 The Company is a limited liability corporation duly registered and validlyexisting under PRC Law, with independent status as a legal person; The Company has fulland independent legal status and legal capacity to execute, deliver and perform thisAgreement, and may act independently as a subject of actions.  4.2.2 The Company has full power and authorization to execute and deliver this Agreementand all the other documents to be entered into by it in relation to the transactionreferred to herein, and it has the full power and authorization to complete thetransaction referred to herein.**Article 5 – Undertakings by the Shareholders**The Shareholder hereby undertakes:5.1 Within the term of this Agreement that he must take all necessary measures to ensure that SHQuanshi is able to obtain all the Business Permits necessary for its business in a timelymanner and all the Business Permits remain in effect at any time. 5.2 The Shareholder hereby undertakes within the term of this Agreement that without the priorwritten consent by the Company, 5.2.1 the Shareholder shall not transfer or otherwise dispose of any Option Equity orcreate any encumbrance or other third party rights on any Option Equity;  5.2.2 it shall not increase or decrease the SH Quanshi Registered Capital;  5.2.3 it shall not dispose of or cause the management of SH Quanshi to dispose of anyof the SH Quanshi Assets (except as occurs during the arm’s length operations);  5.2.4 it shall not terminate or cause the management of SH Quanshi to terminate anyMaterial Agreements entered into by SH Quanshi, or enter into any other MaterialAgreements in conflict with the existing Material Agreements;  5.2.5 it shall not appoint or cancel or replace any executive directors or members ofboard of directors (if any), supervisors or any other management personnel of SH Quanshito be appointed or dismissed by the Shareholders;
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 5.2.6 it shall not announce the distribution of or in practice release anydistributable profit, dividend or share profit or cast affirmative votes regarding theaforesaid distribution or release;  5.2.7 to maintain the ownership of SH Quanshi to all its assets, it shall sign all thenecessary or appropriate documents, take all the necessary or appropriate actions, fileany necessary or appropriate claim or make any necessary and appropriate defence to allthe claims;  5.2.8 it shall not amend the Articles of Association of SH Quanshi;  5.2.9 it shall ensure that SH Quanshi shall not lend or borrow any money, or provideguarantee or engage in security activities in any other forms, or bear any substantialobligations other than on the arm’s length basis.5.3 The Shareholder hereby undertakes that it must make all its efforts during the term of thisAgreement to develop the business of SH Quanshi, and ensure that the operations of SH Quanshiare legal and in compliance with the regulations and that it shall not engage in any actionsor omissions which might harm the SH Quanshi Assets or its credit standing or affect thevalidity of the Business Permits of SH Quanshi.**Article 6 — Confidentiality**6.1 Notwithstanding the termination of this Agreement, the Shareholder shall be obligated to keepin confidence the following information (hereinafter collectively the “**ConfidentialInformation**”): (i) information on the execution, performance and the contents of this Agreement;  (ii) the commercial secret, proprietary information and customer information in relationto the Company known to or received by it as the result of execution and performance ofthis Agreement; and  (iii) the commercial secrets, proprietary information and customer information inrelation to SH Quanshi known to or received by it as the shareholder of SH Quanshi.  The Shareholder may use such Confidential Information only for the purpose of performing itsobligations under this Agreement. The Shareholder shall not disclose the above ConfidentialInformation to any third parties without the written consent from the Company, or they shallbear the default liability and indemnify the losses.6.2 Upon termination of this Agreement, the Shareholder shall, upon demand by the
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  Company, return, destroy or otherwise dispose of all the documents, materials or softwarecontaining the Confidential Information and suspend using such Confidential Information.6.3 Notwithstanding any other provisions herein, the validity of this Article shall not beaffected by the suspension or termination of this Agreement.**Article 7 – Term of Agreement**7.1 This Agreement shall take effect as of the date of formal execution by the Parties andterminate when all the Option Equity is legally transferred under the name of the Company andthe Designee(s) in accordance with the provisions of this Agreement.**Article 8 — Notice**8.1 Any notice, request, demand and other correspondences made as required by or in accordancewith 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 deliveredwhen it is transmitted if transmitted by facsimile; it shall be deemed to have been deliveredwhen 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 the Shareholder (hereinafter the “**Defaulting Party**”)breaches substantially any of the provisions herein or omits substantially to perform any ofthe obligations hereunder, or fails substantially to perform any of the obligations under thisAgreement, such a breach or omission shall constitute a default under this Agreement(hereinafter a “**Default**”), then the Company shall have the right to require the DefaultingParty to rectify such Default or take remedial measures within a reasonable period. If theDefaulting Party fails to rectify such Default or take remedial measures within suchreasonable period or within ten (10) days of non-defaulting Party’s notifying the DefaultingParty in writing and requiring it to rectify the Default, then non-defaulting Party shall havethe 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 allthe damage; or(2) mandatory performance of the obligations of the Defaulting Party
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  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 Shareholder request thetermination of this Agreement for any reason, except otherwise stipulated by law or thisAgreement. 9.3 The rights and relieves prescribed in this Agreement are accumulative and don’t excludeany other rights or relieves ruled by the laws. 9.4 Notwithstanding any other provisions herein, the validity of this Article shall standdisregarding the suspension or termination of this Agreement.**Article 10 — Miscellaneous**10.1 This Agreement shall be prepared in the Chinese language in 2 original copies, with eachinvolved Party holding one (1) copy hereof. 10.2 The formation, validity, execution, amendment, interpretation and termination of thisAgreement shall be subject to PRC Law. 10.3 Any disputes arising hereunder and in connection herewith shall be settled throughconsultations among the Parties to the dispute, and if the Parties to the dispute cannot reachan agreement regarding such disputes within [thirty (30)] days of their occurrence, suchdisputes shall be submitted to China International Economic and Trade Arbitration CommissionShanghai Branch for arbitration in Shanghai in accordance with the arbitration rules of suchCommission, and the arbitration award shall be final and binding on all Parties to thedispute. 10.4 Any rights, powers and remedies empowered to any Party by any provisions herein shall notpreclude any other rights, powers and remedies enjoyed by such Party in accordance with lawsand other provisions under this Agreement, and the exercise of its rights, powers and remediesby a Party shall not preclude its exercise of its other rights, powers and remedies by suchParty. 10.5 Any failure or delay by a Party in exercising any of its rights, powers and remedieshereunder or in accordance with laws (hereinafter the “**Party’s Rights**”) shall not lead to awaiver of such rights, and the waiver of any single or partial exercise of the Party’s Rightsshall not preclude such Party from exercising such rights in any other way and exercising theremaining part of the Party’s Rights. 10.6 The titles of the Articles contained herein shall be for reference only, and in nocircumstances shall such titles be used in or affect the interpretation of the provisionshereof.
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10.7 Each provision contained herein shall be severable and independent from each of otherprovisions, and if at any time any one or more articles herein become invalid, illegal orunenforceable, the validity, legality or enforceability of the remaining provisions hereinshall not be affected as a result thereof. 10.8 Upon execution, this Agreement shall substitute any other legal documents previously executedby the Parties on the same subject. Any amendments or supplements to this Agreement shall bemade in writing and shall take effect only when properly signed by the Parties to thisAgreement. 10.9 Without prior written consent by the Company, the Shareholder shall not transfer to any thirdparty any of its right and/or obligation under this Agreement, the Company shall have theright to transfer to any third party designated by it any of its right and/or obligation underthis Agreement after notice to the Shareholder. 10.10 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 asof the date and in the place first here above mentioned.**Hailong Zhu**