AGREEMENT TO AMEND THE LOAN AGREEMENT
Exhibit
4.5
AGREEMENT
TO AMEND THE LOAN AGREEMENT
This
AMENDING AGREEMENT (this
Agreement)
is
entered
into by and among the following parties (the parties)
on
October
16, 2006:
KONGZHONG
CORPORATION (the Lender)
XXXXXXX
XXXX, LINGUANG WU, YANG CHA
WHEREAS:
| 1. |
The
Lender, Xxxxxxx Xxxx
and Xxxx Cha signed a Loan Agreement on March 31, 2004 (Loan
Agreement).
In accordance with the terms and conditions set forth in the Loan
Agreement, the Lender has lent to Yang Cha in the principal amount
of up
to RMB 4,500,000 and lent to Xxxxxxx Xxxx in the principal amount
of up to
RMB3,500,000. Such loan provided by the lender only can be used
for the
investment in the Beijing AirInbox Information Technologies Co.,
Ltd.
(Beijing
AirInbox)
|
| 2. |
Xxxxxx
Xxxx, Xxxxxx Xxxx, Xxxxxxx Xxxx, Xxxx Xxxxx, Xxxx Cha and Linguang
Wu have
entered into a Capital Contribution Transfer Agreement dated on
October
16, 2006. Pursuant to Which Yang Cha agrees to transfer to Linguang
Wu,
and Linguang Wu agrees to acquire from Yang Cha, all of Yang Cha’s equity
interests in the registered capital of Beijing AirInbox (accounting
for
45% of the registered capital of Beijing AirInbox)(the Transfer).
|
| 3. |
The
Parties jointly agree to the
Transfer.
|
Now
Therefore,
the
Parties hereby agree as follows:
1. Amendments
to the Loan Agreement
The
Parties jointly agree to the substitution of Linguang Wu as a party to the
Loan
Agreement in place of Yang Cha. As a result thereof, Linguang Wu shall assume
all of Yang Cha’s rights and obligations under the Loan Agreement.
2. Effective
Date
This
Agreement becomes effective on October 16, 2006.
3. Miscellaneous
| (a) |
Except
as expressly amended by this Agreement, all terms and conditions
of the
Loan Agreement shall remain in full force and
effect.
|
| (b) |
From
the effective date of this Agreement, the Loan Agreement as amended
by
this Agreement shall be read as a single integrated document incorporating
such amendments.
|
| (c) |
This
Agreement is governed by, and interpreted in accordance with, the
laws of
the New York State.
|
AS
WITNESS this Agreement has been signed by the duly authorised representatives
of
the parties the day and year first written above.
PARTY
A: KONGZHONG
CORPORATION
Authorized
Representative:
PARTY
B: XXXXXXX
XXXX
Signature:
PARTY
C: LINGUANG
WU
Signature:
PARTY
D: YANG
CHA
Signature:
