THIRD AMENDMENT TO DEED OF SETTLEMENT

Exhibit 4.16

THIRD AMENDMENT TO DEED OF SETTLEMENT

THIRD AMENDMENT TO DEED OF SETTLEMENT (the “Third Amendment”), dated August 9, 2019, by and among the following:

(1) Splendid Days Limited, a company with limited liability incorporated under the Laws of the British Virgin Islands (the “SDL”);

(2) The9 Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company”);

(3) China The9 Interactive Limited, a company incorporated under the laws of the Hong Kong SAR ( “HKCo 1”);

(4) XxxxXxx.xxx (Hong Kong) Limited, a company incorporated under the laws of the Hong Kong SAR ( “HKCo 2”);

(5) China The9 Interactive (Shanghai) Limited (九城互动信息技术（上海）有限公司), a company incorporated under the laws of the PRC, with its registered address at Xxxx 000, Xx. 0 Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx New District, Shanghai, the PRC (“WFOE 1”);

(6) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (第九城市计算机技术咨询（上海）有限公司), a company incorporated under the laws of the PRC, with its registered address at Xxxx 000, Xx. 0 Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx New District, Shanghai, the PRC (“WFOE 2”); and

(7) Shanghai The9 Information Technology Co., Ltd. (上海第九城市信息技术有限公司), a company incorporated under the laws of the PRC, with its registered address at Xxxx 000, Xx. 0 Xxxxxxxx, Xx. 000 Xxxx Xxxx, Xxxxxx New District, Shanghai, the PRC (“Operating Company”).

The Company, HKCo 1, HKCo 2, WFOE 1, WFOE 2, and the Operating Company are collectively referred to as the “Warrantors” and each of them as a “Warrantor.”

WHEREAS

A. SDL and the Warrantors entered into a Deed of Settlement dated March 11, 2019 (the “Deed”), pursuant to which the Warrantors agree to use the proceeds of the sale of the equity of XXXX 0, XXXX 2 and NewCo 3 (the “Equity Sale”) to repay the outstanding amount owed to SDL under the convertible note and warrant purchase agreement, dated November 24, 2015.

B. SDL and the Warrantors entered into the Amendment to Deed of Settlement dated April 28, 2019 amending Clause 2.1 of the Deed.

C. SDL and the Warrantors entered into the Second Amendment to Deed of Settlement dated May 22, 2019 amending Clauses 2.2(b)(iv), 2.3(a)(iii) and 2.3(a)(iv) of the Deed.

D. The Company proposes to extend the deadline for consummation of the Equity Sale.

E. To induce SDL to agree to such amendment, the Warrantors have agreed to provide, jointly and severally, the indemnities and other agreements as set forth herein.

F. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Deed.

NOW, THEREFORE, in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, SDL and the Warrantors hereby agree as follows:

1. Amendment

Clause 2.2(b)(iv) of the Deed shall be replaced in its entirety by the following: “consummate the transactions contemplated under the Equity Sale Agreements, including procuring payment of the applicable consideration from the third party buyer to SDL in full by September 30, 2019; and”

2. Indemnity

The Warrantors shall jointly and severally indemnify and hold harmless SDL against all liabilities, damages, costs and expenses arising from the amendment made in Clause 1 above or the consummation of the transactions contemplated thereby.

3. Continuing Obligations

The provisions of the Deed shall, save as amended by this Third Amendment, continue in full force and effect. For the avoidance of doubt, the indemnity provided by the Warrantors in Clause 2 above are in addition to, and not in derogation of, the indemnities as set forth in the Deed.

4. Miscellaneous

The provisions under Section 6 (Miscellaneous) of the Deed are incorporated in this Agreement by reference mutatis mutandis; provided that, references to “this deed” in such sections shall mean this Third Amendment and references to “Party” or “Parties” shall mean the party or parties to this Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Warrantors and SDL have caused this Third Amendment to be duly executed as of the day and year first written above.

The9 Limited

By: /s/ Xxxxxx Xxx

Name: Xxxxxx Xxx

Title:   Director

China The9 Interactive Limited

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title:   Authorized Signatory

XxxxXxx.xxx (Hong Kong) Limited

By: /s/ Xxxx Xxxx

Name: Xxxx Xxxx

Title:   Authorized Signatory

China The9 Interactive (Shanghai) Ltd.

九城互动信息技术（上海）有限公司

By: /s/ Xxx Xx

Name: Xxx Xx

Title:   Authorized Signatory

The9 Computer Technology Consulting (Shanghai) Co., Ltd.

第九城市计算机技术咨询（上海）有限公司

By: /s/ Xxx Xx

Name: Xxx Xx

Title:   Authorized Signatory

Shanghai The9 Information Technology Co., Ltd.

上海第九城市信息技术有限公司

By: /s/ Xxx Xx

Name: Xxx Xx

Title:   Authorized Signatory

Splendid Days Limited

By: /s/ Xxxxxx Xxx

Name: Xxxxxx Xxx

Title:   Authorized Signatory