Amendment to Framework Purchase Agreement
Exhibit 4.45
Amendment
to
by and among
Tianjin Jinhu Media Co., Ltd.
and
▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇
and
Beijing Wole InformationTechnology Co., Ltd.
and
Guangzhou Qianjun Internet Technology Co., Ltd.
and
This Amendment to Acquisition Framework Agreement (this “Amendment”) is entered into in Beijing, the People’s Republic of China (the “PRC”) on December 1, 2014 by and among:
| (1) | Tianjin Jinhu Media Co., Ltd., a limited liability company duly incorporated and validly existing under the PRC laws, with its registered address at ▇▇▇▇ ▇▇▇▇, ▇▇/▇ ▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇-▇, 79 First Avenue, Tianjin Economic and Technical Development Zone; |
| (2) | ▇▇▇ ▇▇▇▇, a PRC citizen, ID Card No.: 310102197211124453; |
| (3) | ▇▇▇▇▇ ▇▇▇, a PRC citizen, ID Card No.: 320622197212230041; |
| (4) | Beijing Wole Information Technology Co., Ltd., a wholly foreign owned enterprise duly incorporated and validly existing under the PRC laws, with its registered address at Room 209, ▇▇. ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇; |
| (5) | Guangzhou Qianjun Internet Technology Co., Ltd., a limited liability company duly incorporated and validly existing under the PRC laws, with its registered address at Room 802, 36 ▇▇▇▇ ▇▇▇▇▇ Road, Tianhe District, Guangzhou; |
| (6) | RENREN INC., a company duly incorporated and validly existing under the laws of the Cayman Islands and listed on the New York Stock Exchange, with its registered address at ▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇-▇▇▇▇, Cayman Islands. |
WHEREAS
The Parties entered into a framework purchase agreement dated October 28, 2014 (the “Framework Agreement”), and now hope to amend the payment arrangement of the Transaction Price provided in Article 2.2 of the Framework Agreement.
In consideration of the above, in accordance with Article 11.8 of the Framework Agreement and upon equal and voluntary negotiations between the Parties, the Parties agree upon this Amendment with respect to the Framework Agreement:
| 1. | The Parties agree and confirm that Article 2.2 of the Acquisition Framework Agreement shall be amended as: |
“2.2 Calculation Formula and Time of Payment of the Transaction Price. The Parties agree that the Transaction Price shall be paid by the Buyer to the Original Shareholders and the Target in two instalments according to the following schedule:
2.2.1 First instalment of payment (the “First Payment”): including: (1) 100% of the Transfer Price (i.e. ▇▇▇ ▇▇ ▇▇▇▇▇▇▇) ▇▇▇▇▇ ▇▇ paid by the Buyer to each of the Original Shareholders according to their respective percentage of the Target Equity to be transferred; and (2) 80% of the Repaid Debts minus RMB 4 million (i.e. 20% of the Transfer Price) shall be paid by the Buyer to the Group Creditors to repay the debts owed by the Target to the Group Creditors.
The First Payment shall be made in one lump sum to each of the Original Shareholders and the Group Creditors within 15 working days after the date on which all the precedent conditions set forth in Article 4.1.2 hereof have been satisfied, or waived by the Buyer.
2.2.2 Second instalment of payment (the “Second Payment”): the remaining amount of the Repaid Debts (i.e. 20% of the Repaid Debts plus ▇▇▇ ▇ million (20% of the Transfer price)) shall be paid by the Buyer to the Group Creditors to repay the debts owed by the Target to the Group Creditors.
The Second Payment shall be made in one lump sum to each of the Group Creditors within 15 working days after the date on which all the precedent conditions set forth in Article 4.2 hereof have been satisfied, or waived by the Buyer.”
| 2. | No Further Amendments |
The Parties agree that other than the abovementioned amendments to Article 2.2 of the Framework Agreement, the other provisions shall remain unchanged.
| 3. | Language, Versions and Counterparts |
This Amendment shall be written in Chinese, and executed in six counterparts, one for each Party, and the rest shall be submitted to the approval authorities, all of which shall be equally binding.
| 4. | Effectiveness and Completeness |
The Parties agree that this Amendment shall be deemed as amendments and supplements to the Framework Agreement, and shall take effect as of the date of execution by the Parties. In case of any consistency between this Amendment and the Framework Agreement, this Amendment shall prevail.
| 5. | Governing Law and Dispute Resolution |
This Amendment shall be interpreted according to the PRC laws. The Parties shall first resort to amicable negotiations to resolve the discrepancy and conflicts between the Parties for any disputes arising from this Amendment in case the negotiations fail, such dispute shall be submitted to China International Economic and Trade Commission in accordance with the then-effective arbitration rules at the application for such arbitration. The arbitration shall take place in Beijing and the arbitral proceedings shall be conducted in Chinese. The arbitral award is final and binding upon all the Parties.
| 6. | Definition |
Unless otherwise provided, the terms used in this Amendment shall have the same meanings as ascribed in the Framework Agreement.
[The remainder of this page is intentionally left blank.]
(This page is the signature page of this Amendment and contains no body text.)
This Amendment is executed by the Parties on the date first above written:
|
Tianjin Jinhu Media Co., Ltd. (Company seal)
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Chief Executive Officer of ▇▇▇▇.▇▇▇ Inc.
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(This page is the signature page of this Amendment and contains no body text.)
This Amendment is executed by the Parties on the date first above written:
▇▇▇ ▇▇▇▇
Signature: /s/ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇
Signature: /s/ ▇▇▇▇▇ ▇▇▇
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Guangzhou Qianjun Internet Technology Co., Ltd. (Company seal)
By: /s/ ▇▇▇ ▇▇▇▇ Name: ▇▇▇ ▇▇▇▇ Title: Chairman
|
Beijing Wole Technology Co., Ltd. (Company seal)
By: /s/ ▇▇▇▇ ▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇
Title: Chairman
(This page is the signature page of this Amendment and contains no body text.)
This Supplementary Agreement is executed by the Parties on the date first above written:
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RENREN INC. (Company seal)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director
|