Exhibit 4.16


 


THIRD AMENDMENT TO DEED OF SETTLEMENT


 


THIRD AMENDMENT
TO DEED OF SETTLEMENT (the “Third Amendment”), dated August 9, 2019, by and among the following:


 


		(1)	Splendid Days Limited, a company with limited liability incorporated
under the Laws of the British Virgin Islands (the “SDL”);



 


		(2)	The9 Limited, an exempted company with limited liability incorporated under the Laws of
the Cayman Islands (the “Company”);



 


		(3)	China The9 Interactive Limited, a company incorporated under the
laws of the Hong Kong SAR ( “HKCo 1”);



 


		(4)	GameNow.net (Hong Kong) Limited, a company incorporated under the laws of the Hong Kong
SAR ( “HKCo 2”);



 


		(5)	China The9 Interactive (Shanghai) Limited (九城互动信息技术(上海)有限公司),
a company incorporated under the laws of the PRC, with its registered address at Room 301, No. 3 Building, No. 690 Bibo Road, Pudong
New District, Shanghai, the PRC (“WFOE 1”);



 


		(6)	The9 Computer Technology Consulting (Shanghai) Co., Ltd. (第九城市计算机技术咨询(上海)有限公司),
a company incorporated under the laws of the PRC, with its registered address at Room 103, No. 3 Building, No. 690 Bibo Road, Pudong
New District, Shanghai, the PRC (“WFOE 2”); and



 


		(7)	Shanghai The9 Information Technology Co., Ltd. (上海第九城市信息技术有限公司),
a company incorporated under the laws of the PRC, with its registered address at Room 201, No. 3 Building, No. 690 Bibo Road, Pudong
New District, Shanghai, the PRC (“Operating Company”).



 


The Company, HKCo 1, HKCo 2, WFOE 1, WFOE
2, and the Operating Company are collectively referred to as the “Warrantors” and each of them as a “Warrantor.”


 


WHEREAS


 


A.                
SDL and the Warrantors entered into a Deed of Settlement dated March 11, 2019 (the “Deed”), pursuant
to which the Warrantors agree to use the proceeds of the sale of the equity of WFOE 1, WFOE 2 and NewCo 3 (the “Equity
Sale”) to repay the outstanding amount owed to SDL under the convertible note and warrant purchase agreement, dated November
24, 2015.


 


B.                 
SDL and the Warrantors entered into the Amendment to Deed of Settlement dated April 28, 2019 amending Clause 2.1 of the
Deed.


 


C.                 
SDL and the Warrantors entered into the Second Amendment to Deed of Settlement dated May 22, 2019 amending Clauses 2.2(b)(iv),
2.3(a)(iii) and 2.3(a)(iv) of the Deed.


 


D.                
The Company proposes to extend the deadline for consummation of the Equity Sale.


 


E.                 
To induce SDL to agree to such amendment, the Warrantors have agreed to provide, jointly and severally, the indemnities
and other agreements as set forth herein.


 


F.                 
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Deed.


 






     


     


    

 


NOW, THEREFORE,
in consideration of the covenants and agreements set forth herein and for other good and valuable consideration, the receipt of
which is hereby acknowledged, SDL and the Warrantors hereby agree as follows:


 


1.                 
Amendment


 


Clause 2.2(b)(iv) of
the Deed shall be replaced in its entirety by the following: “consummate the transactions contemplated under the Equity Sale
Agreements, including procuring payment of the applicable consideration from the third party buyer to SDL in full by September
30, 2019; and”


 


2.                 
Indemnity


 


The Warrantors shall
jointly and severally indemnify and hold harmless SDL against all liabilities, damages, costs and expenses arising from the amendment
made in Clause 1 above or the consummation of the transactions contemplated thereby.


 


3.                 
Continuing Obligations


 


The provisions of the Deed shall, save
as amended by this Third Amendment, continue in full force and effect. For the avoidance of doubt, the indemnity provided by the
Warrantors in Clause 2 above are in addition to, and not in derogation of, the indemnities as set forth in the Deed.


 


4.                 
Miscellaneous


 


The provisions under Section 6 (Miscellaneous)
of the Deed are incorporated in this Agreement by reference mutatis mutandis; provided that, references to “this
deed” in such sections shall mean this Third Amendment and references to “Party” or “Parties”
shall mean the party or parties to this Agreement.


 


[Signature Pages Follow]


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the Warrantors
and SDL have caused this Third Amendment to be duly executed as of the day and year first written above.


 


	
         

        The9 Limited

         

         

        By: /s/ George Lai

        Name: George Lai

        Title:   Director

         

        China The9 Interactive Limited

         

         

        By: /s/ Yong Wang

        Name: Yong Wang

        Title:   Authorized Signatory

	
         

        GameNow.net (Hong Kong) Limited

         

         

        By: /s/ Yong Wang

        Name: Yong Wang

        Title:   Authorized Signatory

         

        China The9 Interactive (Shanghai) Ltd.

        九城互动信息技术(上海)有限公司

         

         

        By: /s/ Wei Ji

        Name: Wei Ji

        Title:   Authorized Signatory

         



The9 Computer Technology Consulting
(Shanghai) Co., Ltd. 


第九城市计算机技术咨询(上海)有限公司


 


 


By: /s/ Wei Ji


Name: Wei Ji


Title:   Authorized Signatory


 


 


Shanghai The9 Information Technology
Co., Ltd. 


上海第九城市信息技术有限公司


 


 


By: /s/ Wei Ji


Name: Wei Ji


Title:   Authorized Signatory


 


Splendid Days Limited


 


 


By: /s/ Arthur Lau


Name: Arthur Lau


Title:   Authorized Signatory