Supplementary Agreement to the Call Option Agreement
Exhibit 4.40
English Translation
English Translation
This Supplementary Agreement (“this Agreement”) is entered into among the following parties in
Beijing on November 28, 2008:
Party A: AirMedia Technology (Beijing) Co., Ltd.
Party B: Guo Man, Xxxx Xxxxxx, Xx Xxxx
Party C: Beijing AirMedia UC Advertising Co., Ltd.
WHEREAS:
| (1) | Parties A, B and C signed the Call Option Agreement on June 14, 2007 (“Original Agreement”); |
| (2) | Guo Man, Xxxx Xxxxxx and Xx Xxxx signed an Equity Transfer Agreement in November 2008, by which it was agreed that Xxxx Xxxxxx shall transfer all his equity interests in Party C to Guo Man and Xx Xxxx. After the transfer, Guo Man and Xx Xxxx shall own 82.76% and 17.24% equity interests, respectively, in Party C. |
Now therefore, after friendly negotiation among Parties A, B and C, the Original Agreement
shall be amended, and each of the party agrees on the following the terms and conditions:
| 1. | Party A agrees that Xxxx Xxxxxx transfers all his equity interests in Party C to Guo Man and Xx Xxxx. |
| 2. | After the transfer, Guo Man agrees to grant Party A the call option to purchase the 82.76% equity interests that he owns in Party C, pursuant to the terms and conditions under the Original Agreement; Xx Xxxx agrees to grant Party A the call option to purchase the 17.24% equity interests that he owns in Party C, pursuant to the terms and conditions under the Original Agreement. |
| 3. | Upon effectiveness of this Agreement, in case of any difference in terms between the Original Agreement and this Agreement, this Agreement shall prevail; terms absent from this Agreement shall be governed by the Original Agreement. |
| 4. | This Agreement is effective upon the signature and/or stamp of common seal by all parties to this Agreement. This Agreement shall be signed in seven counterparts, two of which shall be kept by each of Party A and Party C, and three shall be kept by Party B. All counterparts shall have the same legal effect. |
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Party A: AirMedia Technology (Beijing) Co., Ltd.
Common seal: AirMedia Technology (Beijing) Co., Ltd. (Seal)
Party B:
Signature: /s/ Guo Man
Signature: /s/ Xxxx Xxxxxx
Signature: /s/ Xx Xxxx
Party C: Beijing AirMedia UC Advertising Co., Ltd.
Common seal: Beijing AirMedia UC Advertising Co., Ltd. (Seal)
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