Exhibit 4.27
English Translation
Supplementary Agreement No. 2 to the
Amended and Restated Equity Pledge Agreement
This Supplementary Agreement No. 2 (
“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, Wang Zhenyu, Xu Qing, Zhang Xiaoya, Beijing Shengshi
Lianhe Advertising Co., Ltd. |
|
|
|
Party C:
|
|
Beijing AirMedia Advertising Co., Ltd. |
WHEREAS:
(1) |
|
Party A, Party B and Party C signed the Amended and Restated Equity Agreement and its
supplementary agreement No. 1 (the “Original Agreement”) in June 2007 and June 2008,
respectively, by which it was agreed that Party B shall pledge all their equity interests in
Party C to Party A; |
(2) |
|
Guo Man and Wang Zhenyu signed an Equity Transfer Agreement in November 2008, by which it was
agreed that Wang Zhenyu shall transfer all his equity interests in Party C to Party B. After
the transfer, Guo Man’ s equity interests in Party C changed from 1.615% to 2.833%. |
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 Wang Zhenyu transfers to Guo Man and Xu Qing all of his equity interests
that was pledged to Party A under the Original Agreement. |
2. |
|
Guo Man agrees to pledge all of his 2.833% 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 agrees to perform his 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 fourteen counterparts, two of which shall
be kept by each of Party A and Party C, and ten shall be kept by Party B. All counterparts
shall have the same legal effect. |
[No text below]
1
Party A: AirMedia Technology (Beijing) Co., Ltd.
Common seal: AirMedia Technology (Beijing) Co., Ltd. (Seal)
Party B:
Beijing Shengshi Lianhe Advertising Co., Ltd.
Common seal: Beijing Shengshi Lianhe Advertising Co., Ltd. (Seal)
Party C: Beijing AirMedia Advertising Co., Ltd.
Common seal: Beijing AirMedia Advertising Co., Ltd. (Seal)
2