Exhibit 4.19


 





FOURTH AMENDMENT TO DEED OF SETTLEMENT


 


FOURTH AMENDMENT
TO DEED OF SETTLEMENT (the “Fourth Amendment”), dated October 22, 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.                
SDL and the Warrantors entered into the Third Amendment to Deed of Settlement dated August 9, 2019 extending the deadline
for consummation of the Equity Sale to September 30, 2019.


 


E.                 
The Company proposes (i) to further extend the deadline for consummation of the Equity Sale; (ii) to grant SDL custody of
the corporate chops or seals, bank mandates, books and records of each of WFOE 1, WFOE 2 and NewCo 3 and the right to replace their
respective legal representative; and (iii) to reflect the repayment of the Onshore Loan in the distribution waterfall.


 






     

     


    

 


F.                 
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.


 


G.                
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


 


1.1             
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 October 31, 2019 or such later date as agreed to by SDL in writing; and”


 


1.2             
The following shall be added as a new Clause 2.2(d) of the Deed: “If any of the Equity Sale Agreements is terminated
for any reason or the transactions contemplated thereunder do no close by December 31, 2019, upon SDL’s request, each of
WFOE 1, WFOE 2 and NewCo 3 shall promptly (x) remove its then legal representative from such office and appoint the person designated
by SDL as the new legal representative, and (y) enter into any custody arrangement with respect to its corporate chops or seals,
bank mandates, books and records as requested by SDL.”


 


1.3             
Clause 2.3(a) of the Deed shall be replaced in its entirety by the following:


 


“Upon receipt by SDL or any other
designated entities of any sale proceeds from the Sale in Clause 2.2 above, after having deducted the principal under the
Onshore Loan Agreement and the interest accrued thereon as of December 10, 2018 pursuant to the Equity Sale Agreements (the balance
being referred to as the “Sale Proceeds”), any such proceeds shall be distributed in the following order of
priority (the “Distribution Waterfall”) in US Dollars, or in the sole discretion of SDL, in its equivalent amount
in RMB:


 


		i.	First, up to US$10,000,000 (or its equivalent amount in RMB) or another amount as approved by SDL
in writing to the Company as reserve for tax liability and fees in connection with the Reorganization, the Sale, and the distribution
of Sale Proceeds in accordance with the Distribution Waterfall; provided that, (x) the actual amount of the portion reserved for
tax liability shall be verified by Ernst & Young or another tax advisor approved by SDL, and approved by SDL, and (y) the actual
amount of the portion reserved for fees shall be approved by SDL;



 


		ii.	Second, to the extent there is any available cash remaining after the payment pursuant to sub-clause
(i) above, US$40,050,000 (or its equivalent amount in RMB) to SDL as repayment of the CB Principal (the date on which the Company
fully repays the CB Principal shall be referred to as the “CB Principal Repayment Date”);



 


		iii.	Third, to the extent there is any available cash remaining after the payment pursuant to sub-clause
(ii) above, up to US$6,000,000 (or its equivalent amount in RMB) to SDL to withhold on behalf of the Company (the “Deferred
Repayment”), which payment shall only be applied to purchase a new office for the Company in accordance with the terms
and conditions set forth in Appendix 1 (“Office Purchase”);and



 






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		iv.	Fourth, to the extent there is any available cash remaining after the payment pursuant to sub-clause
(iii) above, the balance of the Sale Proceeds shall be distributed to SDL to repay the interest for the CB Principal pursuant to
the CB Agreement and the Notes and any accrued but unpaid interest and any other unpaid amount (including the default interest
thereon) pursuant to the Onshore Loan Agreement.”



 


1.4             
Clause 2.3(b) of the Deed shall be replaced in its entirety by the following:


 


“After the full distribution of Sale
Proceeds pursuant to Clause 2.3(a)(i), if the balance of the Sale Proceeds is insufficient to complete the distributions
pursuant to Clauses 2.3(a)(ii), 2.3(a)(iii) and 2.3(a)(iv), the amount of any such outstanding payment (“Outstanding
Amount”) will remain payable and carry interest at a rate equal to fourteen percent (14%) per annum, and shall be computed
on the basis of a 360-day year and actual days elapsed, notwithstanding the default provisions in the CB Agreement and the Onshore
Loan Agreement.  Interest on any Outstanding Amount will start to accrue on the CB Principal Repayment Date.”


 


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 Fourth 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 Fourth Amendment and references to “Party” or “Parties”
shall mean the party or parties to this Agreement.


 


[Signature Pages Follow]


 






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


 





	The9 Limited	 
	 	 	 
	By:	/s/ George Lai	 
	Name: George Lai	 
	Title: Chief Financial Officer	 
	 	 	 
	China The9 Interactive Limited	 
	 	 	 
	By: 	Yong Wang	 
	Name: Yong Wang	 
	Title: Director	 
	 	 
	GameNow.net (Hong Kong) Limited	 
	 	 	 
	By:  	/s/ Yong Wang	 
	Name: Yong Wang	 
	Title: Director	 
	 	 	 
	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/ Authorized Signatory	 



Name: Authorized Signatory


Title: Authorized Signatory