SUPPLEMENTAL AGREEMENT TO SERIES A-1 PREFERENCE SHARES SUBSCRIPTION AGREEMENT
Exhibit 4.5
SUPPLEMENTAL AGREEMENT TO SERIES A-1 PREFERENCE
SHARES SUBSCRIPTION AGREEMENT
SHARES SUBSCRIPTION AGREEMENT
This Supplemental Agreement to Series A-1 Preference Shares Subscription Agreement (the
“Agreement”) is entered into as of December 6, 2010 between Xxxxxx Literature Corporation (the
“Company”) and Xxxxxx Investment Holdings Limited (“Xxxxxx Investment”), a wholly-owned subsidiary
of Xxxxxx Interactive Entertainment Limited (“Xxxxxx”).
Reference is hereby made to the loan agreement between Xxxxxx and the Company dated April 2,
2010 (the “April Loan Agreement”), pursuant to which Xxxxxx extended an unsecured loan (the “Loan”)
in the principal amount of US$10,254,457 (equivalent to RMB70,000,000) to the Company. Capitalized
terms not defined herein shall have the meaning given to them in the April Loan Agreement.
The April Loan Agreement was assigned by Xxxxxx to Xxxxxx Investment pursuant to a Loan
Assignment and Assumption Agreement between Xxxxxx and Xxxxxx Investment dated October 28th, 2010.
In November 2010, Xxxxxx Investment reduced the principal amount of the Loan by US$2,500,000 in
exchange for 249,999,999 Class A Ordinary Shares of the Company.
In consideration of the mutual agreements set forth herein, the parties hereto agree as
follows:
Xxxxxx Investment shall satisfy its obligation to pay the purchase price of US$7,754,457 in
cash for 3,916,393 Series A-1 Preference Shares to be issued to Xxxxxx Investment under the Series
A-1 Preference Shares Subscription Agreement by releasing the Company from its obligations under
the April Loan Agreement, including without limitation, the obligations to repay any outstanding
principal and/or interest on the Loan, and the April Loan Agreement is hereby terminated.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on
December 6, 2010.
XXXXXX LITERATURE CORPORATION |
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By: | /s/ Xxxxxxxx Xxxxx | |||
Name: | Xxxxxxxx Xxxxx | |||
Title: | Chief Financial Officer | |||
XXXXXX INVESTMENT HOLDINGS LIMITED |
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By: | /s/ Xxxxx Xx | |||
Name: | Xxxxx Xx | |||
Title: | Chief Financial Officer | |||