Exhibit 4.13


 


SECOND AMENDMENT TO DEED OF SETTLEMENT


 


SECOND AMENDMENT
TO DEED OF SETTLEMENT (the “Second Amendment”), dated May 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.          In
connection with the Equity Sale, the Company proposes to further amend certain Reorganization steps as set forth herein.


 


D.          To
induce SDL to agree to such amendments, the Warrantors have agreed to provide, jointly and severally the representations, warranties,
indemnities and other agreements as set forth herein.


 




    	 



     


    

 


E.          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.	Amendments



 


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 July 31, 2019; and”


 


1.2         Clauses
2.3(a)(iii) and 2.3(a)(iv) of the Deed shall be replaced in its entirety by the following: “Third, to the extent there is
any available cash remaining after the payment pursuant to sub-clause (ii) above, the balance of the Sale Proceeds shall, at the
Company’s option, either (x) be distributed to SDL to repay the interest for the CB Principal pursuant to the CB Agreement
and the Notes; or (y) be distributed to SDL and withheld by SDL on behalf of the Company, which amount withheld pursuant to this
sub-clause (y) (the “Deferred Repayment”) 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”); provided that the
Deferred Repayment shall not exceed US$6,000,000 (or its equivalent amount in RMB); and provided further that, for the avoidance
of doubt, to the extent there is any available cash remaining after withholding the Deferred Repayment, such balance shall be distributed
to SDL to repay the interest for the CB Principal pursuant to the CB Agreement and the Notes.”


 


		2.	Representation,
Warranty and Indemnity



 


2.1         The
Warrantors jointly and severally represent and warrant to SDL that neither the amendments made in Clause 1 above nor the consummation
of the transactions contemplated thereby will violate or breach or result in a violation or breach of (i) any applicable laws or
(ii) any negative tax, accounting and regulatory compliance consequences with respect to SDL, any Warrantor or their respective
affiliates as compared to the original Reorganization steps set forth in Clause 2 of the Deed prior to the execution of this Second
Amendment.


 


2.2         The
Warrantors shall jointly and severally indemnify and hold harmless SDL against all liabilities, damages, costs and expenses arising
from the amendments 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 Second Amendment, continue in full force and effect. For the avoidance of doubt, the representation, warranty
and indemnity provided by the Warrantors in Clause 2 above are in addition to, and not in derogation of, the representations, warranties
and 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 Second Amendment and references to “Party” or “Parties”
shall mean the party or parties to this Agreement.


 


[Signature Pages Follow]


 




    	- 2 -



     


    

 


IN WITNESS WHEREOF, the Warrantors
and SDL have caused this Second 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