Exhibit 10.135Confidential**SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT****among****Suyang Zhang****New Allyes Information Technology (Shanghai) Co., Ltd****and****Shanghai MSN Advertisement Co., Ltd.**
 

 
**SHAREHOLDERS’ VOTING RIGHTS PROXY AGREEMENT**This **Shareholders’ Voting Rights Proxy Agreement**(this “**Agreement**”) is entered into as ofNovember 30, 2004 by and among the following Parties:**(1)** **New Allyes Information Technology (Shanghai) Co., Ltd**(hereinafter **“Company”**)  **Registered Address:**Room E-G, Floor 28 Zhaofeng Shimao Tower, 369 Jiangsu Road, Shanghai **(2)** **Shanghai MSN Advertisement Co., Ltd.**(hereinafter **“SH MSN”**)   **Registered Address:**Room A73, Floor 28, 369 Jiangsu Road, Changning District, Shanghai **(3)** **Suyang Zhang**(hereinafter “**Shareholder**”)   **Identify Card Number:**310107581124243   **Address:**Room 64, No.9 of No.74 Lane, Wuning Road, Shanghai**WHEREAS**:1. The Shareholder holds a portion of 50% of the equity interest in SH MSN;2. The Shareholder intend to entrust the Company with the exercises of their voting rights in SHMSN while the Company is willing to accept such entrustment.The Parties hereby have reached the following agreement upon friendly consultations:**Article 1 Voting Rights Entrustment**1.1 The Shareholder hereby irrevocably entrusts the Company to exercise the following rights asshareholder of SH MSN in accordance with the then effective articles of association of SH MSN(collectively, the “**Entrusted Rights**”): (1) Attending shareholders’ meetings of SH MSN as proxy of the Shareholder;  (2) Exercising voting rights as proxy of the Shareholders, on all issues discussed andresolved by the shareholders’ meeting;  (3) Proposing to convene the temporary shareholders’ meeting;  (4) Other shareholders’ voting rights under the articles of association of SH MSN(including other shareholders’ voting rights prescribed by the amendment of the articlesof association).
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1.2 The Shareholder acknowledges and assumes relevant liabilities for any legal consequences ofthe Company’s exercise of the foregoing Entrusted Rights.1.3 The Shareholder hereby acknowledge that the Company is not required to seek advice from theShareholder prior to their respective exercise of the foregoing Entrusted Rights. However, theCompany shall inform the Shareholder in a timely manner of any resolution or proposal onconvening interim shareholders’ meeting after such resolution or proposal is made.**Article 2 Right to Information**2.1 For the purpose of exercising the Entrusted Rights under this Agreement, the Company isentitled to know the information with regard to SH MSN’s operation, business, clients,finance, staff, etc., and shall have access to relevant materials of SH MSN. SH MSN shalladequately cooperate with the Company in this regard.**Article 3 Exercise of Entrusted Rights**3.1 The Company shall en-entrust the special inner staff(s) of its company to exercise any or allEntrusted Rights within the scope of Article 1, Shareholder shall acknowledges and assumesrelevant legal liabilities.3.2 The Shareholder will provide adequate assistance to the exercise of the Entrusted Rights bythe Company, including execution of the resolutions of the shareholders’ meeting of SH MSN orother pertinent legal documents made by the Company when necessary (e.g., when it is necessaryfor examination and approval of or registration or filing with governmental departments).3.3 If at any time during the term of this Agreement, the entrustment or exercise of theEntrusted Rights under this Agreement is unenforceable for any reason except for default ofthe Shareholder or SH MSN, the Parties shall immediately seek a most similar substitute forthe unenforceable provision and, if necessary, enter into supplementary agreement to amend oradjust the provisions herein, in order to ensure the realization of the purpose of thisAgreement.**Article 4 Exemption and Compensation**4.1 The Parties acknowledge that the Company shall not be requested to be liable for orcompensate (monetary or otherwise) other Parties or any third party due to exercise ofEntrusted Rights.4.2 The Shareholder and SH MSN agree to compensate the Company for and hold it harmless againstall losses incurred or likely to be incurred by it due to exercise of the Entrusted Rights,including without limitation any loss resulting from any
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  litigation, demand arbitration or claim initiated or raised by any third party against it orfrom administrative investigation or penalty of governmental authorities. However, theShareholder and SH MSN will not compensate for losses incurred due to wilful misconduct orgross negligence of the Company.**Article 5 Representations and Warranties**5.1 The Shareholder hereby represents and warrants that: 5.1.1 He is a PRC citizen with full capacity and with full and independentlegal status and legal capacity to execute, deliver and perform this Agreement, andmay act independently as a subject of actions.  5.1.2 He has full right and authorization to execute and deliver thisAgreement and other documents that are related to the transaction referred to hereinand to be executed by them. He has full right and authorization with respect toconsummate the transaction referred to herein. This Agreement shall be executed anddelivered by the Shareholder lawfully and properly. This Agreement constitutes thelegal and binding obligations on him and is enforceable on him in accordance withits terms and conditions hereof.  5.1.4 He is enrolled and a legal shareholder of SH MSN as of the effectivedate of this Agreement, and except the rights created by this Agreement, thereexists no third party right on the Entrusted Rights. Pursuant to this Agreement, theCompany may fully and sufficiently exercise the Entrusted Rights in accordance withthe then effective articles of association of SH MSN.5.2 The Company and SH MSN hereby respectively represents and warrants that: 5.2.1 it is a company with limited liability properly registered and legallyexisting under the laws of its registration place, with an independent corporatelegal person status, and with full and independent legal status and legal capacityto execute, deliver and perform this Agreement and may act independently as asubject of actions; and  5.2.2 it has/guarantee to obtain the full corporate power and authority toexecute and deliver this Agreement and all the other documents to be entered into byit in relation to the transaction contemplated hereunder, and has/guarantee toobtain the full power and authority to consummate such transaction.
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5.3 SH MSN hereby represents and warrants that: 5.3.1 the Shareholder is enrolled shareholder holding a portion of 50% of theequity interest in SH MSN as of the effective date of this Agreement. Pursuant tothis Agreement, the Company may fully and sufficiently exercise the Entrusted Rightsin accordance with the then effective articles of association of SH MSN.**Article 6 Term of Agreement**6.1 This Agreement takes effect from the date of due execution of all the Parties hereto, unlessterminated in advance by written agreement of all the Parties, otherwise this Agreement shallkeep efficient without limit if only the shareholder still holds equity in SH MSN.**Article 7 Notice**7.1 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.7.2 The abovementioned notice or other correspondences shall be deemed to have been deliveredwhen (i) it is transmitted if transmitted by facsimile, or (ii) it is delivered if deliveredin person, or (iii) when five (5) days have elapsed after posting the same if posted by mail.**Article 8 Default Liability**8.1 The Parties agree and confirm that, if any of the Parties (the “**Defaulting Party**”) breachessubstantially any of the provisions herein or fails substantially to perform any of theobligations hereunder, such a breach or failure shall constitute a default under thisAgreement (a “**Default**”). In such event any of the other Parties without default (a“**Non-defaulting Party**”) who incurs losses arising from such a Default shall have the right torequire the Defaulting Party to rectify such Default or take remedial measures within areasonable period. If the Defaulting Party fails to rectify such Default or take remedialmeasures within such reasonable period or within ten (10) days of a Non-defaulting Party’snotifying the Defaulting Party in writing and requiring it to rectify the Default, then (1)theCompany shall have the right to terminate this Agreement and require the Defaulting Party toindemnify all damages if the Shareholder or SH MSN is the Defaulting Party, or (2) theNon-defaulting Party shall have the right to require the Defaulting Party to indemnify thedamages, otherwise the Non-defaulting Party hasn’t any right to termination or release thisAgreement or the entrustment under this Agreement under any circumstances.
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8.2 The rights and relieves prescribed in this Agreement are accumulative and don’t exclude anyother rights or relieves ruled by the laws.8.3 Notwithstanding any other provisions herein, the validity of this Article shall not beaffected by the suspension or termination of this Agreement.**Article 9 Miscellaneous**9.1 This Agreement shall be prepared in Chinese language in 3 original copies, with each involvedParty holding 1 hereof.9.2 The conclusion, validity, execution, amendment, interpretation and termination of thisAgreement shall be governed by laws of the PRC.9.3 Any disputes arising from and in connection with this Agreement shall be settled throughconsultations among the Parties involved, and if the Parties involved fail to reach anagreement regarding such a dispute within thirty (30) days of its occurrence, such disputeshall be submitted to [China International Economic and Trade Arbitration Commission ShanghaiBranch] for arbitration in [Shanghai] in accordance with the arbitration rules of suchcommission, and the arbitration award shall be final and binding on all the Parties involved.9.4 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 a Party’s exercise of any of its rights, powersand remedies shall not preclude its exercise of other rights, powers and remedies of it.9.5 Any failure or delay by a Party in exercising any of its rights, powers and remedieshereunder or in accordance with laws (the “**Party’s Rights**”) shall not lead to a waiver of suchrights, and the waiver of any single or partial exercise of the Party’s Rights shall notpreclude such Party from exercising such rights in any other way or exercising the remainingpart of the Party’s Rights.9.6 The titles of the Articles contained herein are for reference only, and in no circumstancesshall such titles be used for or affect the interpretation of the provisions hereof.9.7 Each provision contained herein shall be severable and independent from each of otherprovisions. 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 thereby.
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9.8 Any amendments or supplements to this Agreement shall be made in writing and shall takeeffect only when properly signed by the Parties to this Agreement.9.9 Any party shall not assign any of their rights and/or transfer any of their obligationshereunder to any third parties without prior written consent from other parties.9.10 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 Shareholders’ Voting Rights ProxyAgreement to be executed as of the date and in the place first here above mentioned.**New Allyes Information Technology (Shanghai) Co., Ltd.**