Supplementary Agreement to the Equity Pledge Agreement
Exhibit 4.38
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) | Party A, Party B and Party C signed the Equity Agreement (the “Original Agreement”) on June 14, 2007, by which it was agreed that Party B shall pledge all their equity interests in Party C to Party A; |
| (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 to Guo Man and Xx Xxxx all of his equity interests that was pledged to Party A under the Original Agreement. |
| 2. | Guo Man and Xx Xxxx agree to pledge all of their respective 82.76% and 17.26% equity interests in Party C to Party A after the above-said transfer is completed. The purpose of the pledge shall be the same as stated in the Original Agreement, and Guo Man and Xx Xxxx agree to perform their obligations set out in 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. |
[No text below]
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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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