Supplementary Agreement
Exhibit 4.19
among
1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD
and
Xxx Xxxxx
and
Xxx Xxxx
November 21, 2012
THIS Supplementary Agreement is entered into on November 21, 2012 in Beijing, People’s Republic of China (PRC) (Agreement).
among
(1) 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD. (Party A)
Registered Address: Xxxxxxx X, 0/X, Xxxxxxxxx Xxxxx, Xx. 0 Haidian Street, Haidian District, Beijing, PRC;
Legal Representative: Xxxxxx Xxxx Xxxxxx Xxx;
and
(2) Xxx Xxxxx, a PRC citizen, holder of identification card number 310108197109214485, whose residential address is at Xxxx 000, Xx 0, Xxxx 1220, Jiangning Road, Putuo District, Shanghai, PRC (Party B);
and
(3) Xxx Xxxx, a PRC citizen, holder of identification card number 310101196805284437, whose residential address is at Xx.0000, Xxxxx X Xxxxxxxxxxxxxxx, Xx. 00 Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxx, PRC (Party C) (collectively, the Parties).
Recitals
A. Parties B and C are the sole shareholders of 1Verge Information Technology (Beijing) Co., Ltd ( 合一信息技术(北京)有限公司), a domestic company registered in the PRC(Company);
B. The Parties entered into an Amended and Restated Equity Interest Pledge Agreement and a 修正与重述之股权质押协议 (Original Equity Interest Pledge Agreements) on 16 August 2010, pursuant to which Parties B and C pledged their entire equity interests in the Company to Party A, subject to the terms and conditions therein; and
C. The Parties entered into the Amended and Restated Equity Option Agreement (Original Equity Option Agreement) on 16 August 2010, pursuant to which Parties B and C agreed to grant to Party A an exclusive option to acquire their equity interests in the Company, subject to the terms and conditions therein.
NOW, THEREFORE, the Parties agree as follows:
1. The Original Equity Interest Pledge Agreements and Original Equity Option Agreement shall be restated in the form of four separate agreements, with two of each named an Equity Interest Pledge Agreement, a 股权质押合同, and an
Equity Option Agreement (Restated Agreements). One of each type of the Restated Agreements shall be entered into between Parties A and B, and one of each type shall be entered into between Parties A and C. The Restated Agreements shall supersede and replace the Original Equity Interest Pledge Agreements and Original Equity Option Agreement.
2. The Restated Agreements are to be attached to this Agreement as four appendices:
Appendix I: The Equity Interest Pledge Agreement and the 股权质押协议 between Parties A and B;
Appendix II: The Equity Interest Pledge Agreement and the 股权质押协议 between Parties A and C;
Appendix III: The Equity Option Agreement between Parties A and B; and
Appendix IV: The Equity Option Agreement between Parties A and C.
3. This Agreement is to be prepared in triplicate, with each copy having equal validity. This Agreement shall take effect upon its execution by the Parties.
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IN WITNESS WHEREOF, each of the parties hereto has duly executed, or has caused this Agreement to be duly executed in its name and on its behalf by the officer or representative duly authorized, on the day and year first above written.
Party A: 1VERGE INTERNET TECHNOLOGY (BEIJING) CO., LTD | ||
(Company Seal) |
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/s/ Xxxxxx Xxxx Xxxxxx Xxx |
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Xxxxxx Xxxx Xxxxxx Xxx |
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Legal Representative |
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Party B: Xxx Xxxxx |
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/s/ Xxx Xxxxx |
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Xxx Xxxxx |
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Party C: Xxx Xxxx |
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By: |
/s/ Xxx Xxxx |
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Name: |
Xxx Xxxx |
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