EX-4.9 5 tm206806d1_ex4-9.htm EXHIBIT 4.9

 

Exhibit 4.9

 

WAIVER LETTER

 

JMU Limited

Maples Corporate Services Limited

P.O. Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

 

July 22, 2019

 

Ladies and Gentlemen:

 

Reference is made to that certain Sale and Purchase Agreement, dated as of the date hereof (as further amended, amended and restated, modified or supplemented from time to time, the “SPA”) by and between JMU Limited (the “Seller”) and the undersigned, Marvel Billion Development Limited (億迅發展有限公司) (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser and the Purchaser will purchase from the Seller all the issued and outstanding shares of New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is wholly owned by the Seller (the “Target Company”). Capitalized terms not defined hereunder shall have the meanings ascribed to them in the SPA.

 

In connection with the transaction contemplated under the SPA, the Purchaser hereby, on behalf of itself and all of its subsidiaries, irrevocably waives, upon the execution of this Waiver Letter, all the rights, requests, claims and/or allegations that it, the Target Company or any of the Subsidiaries (as defined in the SPA) of the Target Company may have against the Seller and the Seller’s affiliates with respect to (i) all the outstanding liabilities owed by the Seller to the Group (as defined in the SPA) entities; and (ii) the Seller’s obligation and undertaking to provide unlimited financial support to certain Group entities in accordance with a letter dated December 31, 2018. The Purchaser acknowledges that this Waiver Letter shall be also binding upon the Target Company, all the Subsidiaries of the Target Company, and any successor of the Purchaser and the Purchaser shall cause the Target Company, all the Subsidiaries of the Target Company and any of its successors to comply with this Waiver Letter.

 

[Remainder of page intentionally left blank]

 

 

 

 

IN WITNESS WHEREOF, the undersigned has executed this Waiver Letter as of the date and year first written above.

 

THE UNDERSIGNED:

 

Marvel Billion Development Limited

 

億迅發展有限公司

 

By: /s/ CHEN Guangyu  

Name: CHEN Guangyu  
Title:   Director  

 

[Signature Page to the Waiver Letter]