Assignment Agreement of Purchase Option and Cooperation Agreement
Exhibit
4.8
This
Assignment Agreement of Purchase Option and Cooperation Agreement (hereinafter
referred to as this “Agreement”) is entered into on
this 1st of
July, 2008 in Pudong, Shanghai by and among:
Shengqu Information Technology
(Shanghai) Co., Ltd., located at Xx. 000 Xxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, hereinafter referred to as
“Party A”; and
Xxxx Xxxx-xxxx (ID Card No.:
[XXX]), hereinafter
referred to as “Party
B”; and
Chen Da-nian (ID Card No.:
[XXX]), hereinafter
referred to as “Party
C”; and
Shanghai Xxxxxx Networking
Development Co., Ltd., located at Xx. 000 Xxxxxxxxxxx Xxxx, Xxxxxx Xxx
Xxxx, Xxxxxxxx, hereinafter referred to as
“Party D”; and
Xxxxxx Computer (Shanghai) Co.,
Ltd., located at Xx. 000 Xxxxxxxxxxx Xxxx, Xxxxxx Xxx Xxxx, Xxxxxxxx, hereinafter referred to as
“Party E”.
Party A,
Party B, Party C, Party D and Party E may hereinafter collectively referred to
as the “Parties” and,
individually referred to as the “Party”.
Whereas,
A
|
Party
A, Party B, Party C and Party D have entered into the Purchase Option and
Cooperation Agreement (hereinafter referred to as the “Original Agreement”) on
December 30, 2003, according to which Party A has the exclusive option to
purchase all Share, in whole or part, held by Party B and Party C or one
of them in Party D at any time subject to the laws of the People's
Republic of China (the “PRC”).
|
B
|
The
Parties have agreed that Party E becomes one party to the Original
Agreement by replacing Party A in the Original
Agreement.
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NOW THEREFORE, the Parties
have hereby agreed as follows:
1.
|
Party
E shall become one party to the Original Agreement by replacing Party A
from the date when this Agreement is entered into (the “Replacement
Date”). The Parties have agreed that Party E shall obtain and bear Party
A's rights, benefits, obligations and liabilities under the Original
Agreement.
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2.
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After
Party E signs this Agreement, Party B, Party C and Party D shall hereby
release any of Party A's liabilities and obligations under the Original
Agreement on or after the Replacement Date. However, such release shall
not affect the rights of Party B, Party C and Party D to claim against
Party A's breach of the Original Agreement (if any) that may be occurred
prior to the Replacement Date.
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3.
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The
Term of the Original Agreement shall be changed as twenty (20) years from
the date when this Agreement is entered
into.
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4.
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This
Agreement shall be governed by and interpreted in accordance with the laws
of the PRC. The Parties have agreed that any dispute arising out of or in
relation to This Agreement or the Original Agreement shall be settled
through friendly negotiation; if not reached, such dispute shall be
referred to the China
International Economic and Trade Arbitration Commission
Shanghai Commission.
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5.
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This
Agreement comes to effect from the date it is entered into and sealed by
the Parties.
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[Signature
Page]
Party
A:
Shengqu
Information Technology (Shanghai) Co., Ltd.
Authorized
Representative (Sign):
Signed/sealed
by:
Party B:
Xxxx Xxxx-xxxx
Signed by
_____________________
Party C:
Chen Da-nian
Signed by
_____________________
Party
D:
Shanghai
Xxxxxx Networking Development Co., Ltd.
Authorized
Representative: _____________________
Signed/sealed
by:
Party
E:
Xxxxxx
Computer (Shanghai) Co., Ltd.
Authorized
Representative: _____________________
Signed/sealed
by: