Exhibit 4.15


  


SECOND AMENDMENT TO JOINT VENTURE
AGREEMENT


 


THIS SECOND AMENDMENT
TO JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into on July 31, 2019 (the “Effective
Date”) by and between The9 Limited, an exempted company with limited liability incorporated and existing under the laws
of the Cayman Islands (together with a direct or indirect wholly-owned Subsidiary to be formed for the sole purpose of directly
holding the The9 Shares, “The9”) and Faraday&Future Inc., a company incorporated and existing under the
laws of California in the U.S. (together with either a direct or indirect wholly-owned Subsidiary of Smart King to be formed for
the sole purpose of directly holding the F&F Shares or an existing direct or indirect wholly-owned Subsidiary of Smart King
that will directly hold the F&F Shares, “F&F”). Each of The9 and F&F and any Person that becomes
a party to the JV Agreement (as defined below) pursuant to a joinder agreement in substantially the form attached to the JV Agreement
as Schedule 2 is referred to herein individually as a “Party” and collectively as the “Parties”.


 


WHEREAS, the Parties
have entered into a Joint Venture Agreement, dated March 24, 2019 and an Amendment to Joint Venture Agreement on June 23, 2019
(collectively, the “JV Agreement”);


 


WHEREAS, the Parties
hereto desire to amend the JV Agreement on the terms and subject to the conditions set forth herein; and


 


WHEREAS, pursuant to
Section 14.07 (Amendments; Waiver) of the JV Agreement, the JV Agreement may be amended only by an agreement in writing executed
by the Parties.


 


NOW, THEREFORE, in
consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties agree to amend and do amend the JV Agreement as follows:


 


1.   Definitions.
Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the JV Agreement.


 


2.   Amendment
to the JV Agreement.


 


(1) The definition
of “License Agreement” in Section 1.01 (Definitions) of the JV Agreement is hereby deleted and replaced in its entity
with the following:


 


““License Agreement”
means the license agreement to be negotiated in good faith and entered into by F&F and the JV in form and substance reasonably
acceptable to the Principal Parties; provided that the License Agreement shall be entered into by no later than August 23, 2019.”


 


(2)   Section 3.02(a)
(Schedule of Capital Contribution) of the JV Agreement is hereby deleted and replaced in its entirety with the following:


 


“The first installment
in the amount of US$200 million (the “First Installment”) shall be contributed by The9 to the JV in two payments:
(i) a portion of the First Installment at an amount to be reasonably agreed between The9 and F&F shall be contributed by The9
to the JV on or before August 27, 2019, and (ii) the remaining portion of the First Installment shall be contributed by The9 to
the JV in accordance with the payment schedule to be specified and reasonably agreed in the License Agreement; provided
that the JV shall have been formed pursuant to Section 2.01 before The9 is required to contribute the First Installment; provided
further that US$5 million of the First Installment will be deposited by The9 with F&F, by wire transfer of immediately available
funds to an account designated by F&F, within seven (7) Business Days (and in any event no later than 5:00 pm on April 2, 2019,
Los Angeles time) after the date of this Agreement (the “Initial Deposit”), which Initial Deposit shall be non-refundable
and shall be converted into Class B ordinary shares of Smart King at the Conversion Price in accordance with Section 4.11 in the
event that the First Installment is not contributed by The9 within time frame provided hereunder;”


 






    1 


     


    

  


(3)  Section 6.01 (License
Agreement) of the JV Agreement is hereby deleted and replaced in its entirety with the following:


 


“As soon as possible and
in any event no later than August 23, 2019 (the “License Negotiation Period”), F&F and the JV shall negotiate
in good faith and enter into the License Agreement on terms reasonably acceptable to the Principal Parties; provided that
the License Agreement shall only take effect as of or after F&F’s receipt of the deposit described in the immediately
following sentence on or before August 23, 2019. The9 hereby agrees that it will, or will cause the JV to, pay a deposit in cash
at an amount of US$5 million to F&F on or before August 23, 2019, which deposit will be credited to any license fee that the
JV will be required to pay F&F under the License Agreement.”


 


3.  Date
of Effectiveness; Limited Effect. This Amendment shall become effective on the Effective Date. Except as expressly provided
in this Amendment, all of the terms and provisions of the JV Agreement are and will remain in full force and effect and are hereby
ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendment contained herein will not
be construed as an amendment to or waiver of any other provision of the JV Agreement or as a waiver of or consent to any further
or future action on the part of any Party that would require the waiver or consent of any other Party. On and after the Effective
Date, each reference in the JV Agreement to “this Agreement,” “the Agreement,” “hereunder,”
 “hereof,” “herein,” or words of like import will mean and be a reference to the JV Agreement as amended
by this Amendment.


 


 4.  Miscellaneous.
Sections 14.01 (Notices), 14.03 (Governing Law), 14.04 (Arbitration), 14.05 (Counterparts), 14.06 (Severability), 14.10 (No Third
Party Beneficiaries) and 14.11 (Entire Agreement) of the JV Agreement shall apply to this Amendment, mutatis mutandis.


 


[Remainder of Page Intentionally
Left Blank]


 



    2 


     


    




 


IN WITNESS WHEREOF, the Parties hereto
have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


The9:


 





	 	The9 Limited
	 	 
	 	By:   	/s/ George Lai
	 	Name: George Lai
	 	Title:   Director and Chief Financial Officer







 


F&F:


 





	 	Faraday&Future Inc.
	 	 
	 	By:	/s/ Jiawei Wang
	 	Name: Jiawei Wang
	 	Title:   President








 


[Signature Page
to Second Amendment to Joint Venture Agreement]