Exhibit 4.19
English Translation
Supplementary Agreement to
the Amended and Restated Call Option Agreement
This Supplementary Agreement (
“this Agreement”) is entered into among the following parties in
Beijing on
November 28, 2008:
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Party A:
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AirMedia Technology (Beijing) Co., Ltd. |
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Party B:
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Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya (hereafter individually a
“Shareholder” and collectively the “Shareholders”) |
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Party C:
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Beijing Shengshi Lianhe Advertising Co., Ltd. |
WHEREAS:
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Parties A, B and C signed the Call Option Agreement on June 14, 2007 (“Original Agreement”); |
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Guo Man, Wang Zhenyu, Xu Qing and Zhang Xiaoya signed an Equity Transfer Agreement on
November 28, 2008, by which it was agreed that Wang Zhenyu shall transfer his 30.03%, 4.49%
and 3.08% equity interests in Party C to Guo Man, Xu Qing and Zhang Xiaoya, respectively.
After the transfer, Guo Man, Xu Qing and Zhang Xiaoya shall own 79.86%, 11.94% and 8.20%
equity interests in Party C respectively. |
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:
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Party A agrees that Wang Zhenyu transfers all his equity interests in Party C to Guo Man, Xu
Qing and Zhang Xiaoya. |
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After the transfer, Guo Man, Xu Qing and Zhang Xiaoya agree to grant Party A the call option
to purchase the 79.86%, 11.94% and 8.20% equity interests that they respectively hold in Party
C, pursuant to the terms and conditions under the Original Agreement. |
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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. |
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This Agreement is effective upon the signature by all parties to this Agreement. This
Agreement shall be signed in four counterparts, all of which 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:
Party C: Beijing Shengshi Lianhe Advertising Co., Ltd.
Common seal: Beijing Shengshi Lianhe Advertising Co., Ltd. (Seal)
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