Supplementary Agreement to Operating Agreement
Exhibit 4.57
(English Translation)
Supplementary Agreement to Operating Agreement
This Supplementary Agreement to Operating Agreement (the “Agreement”) is entered into by and among the following parties on September 6, 2011 in Beijing:
Party A: |
Baidu Online Network Technology (Beijing) Co., Ltd. | |
Address: |
3/F, Baidu Campus, Xx. 00 Xxxxxxx 00xx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000, The People’s Republic of China | |
Party B: |
Baidu HR Consulting (Shanghai) Co., Ltd. | |
Address: |
Rooms 202 and 204, No. 248 Fuyun Road, Jiading Industrial Zone, Shanghai, PRC | |
Party C: |
Xxxxx Xxxxxxx Xx | |
Party D: |
Baidu Netcom Science Technology Co., Ltd. | |
Address: |
2/F, Baidu Campus, Xx. 00 Xxxxxxx 00xx Xxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx 000000, The People’s Republic of China |
WHEREAS:
(1) Based on the Operating Agreement entered into Parties A, B and C (the “Original Agreement”), the parties hereto agreed on the business operation matters of Parties A and B, and the rights and obligations of Parties C and D as shareholders of Parties B;
(2) With Party A’s consent, Party C intends to transfer his shares in Party B (the “Shares”) to Party D (the “Share Transfer”);
(3) Based on the assumption that the Share Transfer will be legally completed, Party D agrees to assume all the rights and obligations of Party C under the Original Agreement; the parties to the Original Agreement accept such arrangement and agree to amend the Original Agreement accordingly.
NOW THEREFORE, to clarify the rights and obligations of the parties hereto, the parties agree as follows:
1. The parties hereto agree: From the date on which Party B completes the registration of the Share Transfer with the industrial and commercial authorities (which is the date when Party D is officially registered as a shareholder of Party B with the industrial and commercial authorities) (the “Transfer Effective Date”), (1) Party D shall replace Party C as a contract party to the Original Agreement, and assume all the rights and obligations of Party C under the Original Agreement and continue to perform the Original Agreement; (2) Accordingly, Party C shall not be entitled to any right or obligation under the Original Agreement.
2. The parties hereto agree and confirm: The Original Agreement shall be renewed by this Agreement automatically upon the Transfer Effective Date; Parties A, B and D may enter into a separate agreement to restate their respective rights and obligations upon the Transfer Effective Date if they consider necessary.
3. | This Agreement shall be effective as of the date first set forth above. |
1
4. The provisions about dispute resolution in Section 12 of the Original Agreement shall be applied to the dispute resolution of this Agreement.
5. This Agreement is executed in four originals, each party holding an original. All the originals shall have the same legal effect.
[Signature Page Follows]
2
[No Text on this Page]
Party A: Baidu Online Network Technology (Beijing) Co., Ltd.
Authorized representative: Xxxx Xxxx
Signature: /s/ Xxxx Xxxx
Seal: (the seal of Baidu Online Network Technology (Beijing) Co., Ltd.)
Party B: Baidu HR Consulting (Shanghai) Co., Ltd.
Authorized representative:
Signature: /s/ Authorized representative
Seal:
Party C: Xxxxx Xxxxxxx Xx
Signature: /s/ Xxxxx Xxxxxxx Xx
Party D: Baidu Netcom Science Technology Co., Ltd.
Authorized representative:
Signature: /s/ Authorized representative
Seal:
3