LETTER OF UNDERTAKING
Exhibit 4.66
[Translation of Chinese Original]
This Letter of Undertaking (this “Letter”) is made and entered into on November 22, 2011, in the People’s Republic of China (the “PRC” or “China”) by and among:
Beijing Novel-Super Digital TV Technology Co., Ltd., a limited liability company incorporated and validly existing under the laws of the PRC with its registered address at ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇ Building, ▇▇.▇-▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇. (“N-S Digital TV”);
▇▇▇▇▇▇▇ ▇▇▇▇, a Chinese citizen, whose identity card number is [ ];
▇▇▇ ▇▇▇▇▇, a Chinese citizen, whose identity card number is [ ];
▇▇▇▇▇▇ ▇▇▇▇, a Chinese citizen, whose identity card number is [ ];
▇▇▇▇▇▇▇▇ ▇▇▇▇, a Chinese citizen, whose identity card number is [ ].
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ shall be collectively referred to as the “Shareholders”.
This Letter was made and entered into by and among N-S Digital TV and the Shareholders (collectively referred to as the “Committing Parties”) for the purpose of making all the undertakings in this Letter to Beijing Super TV Co., Ltd, a limited liability company incorporated and validly existing under the laws of the PRC with its registered address at ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇ Ke Building, No. 5-2 Shang Di East Road, Haidian District, Beijing, PRC (“Super TV”).
WHEREAS, Beijing Guangbo Digital TV Technology Co., Ltd. , the predecessor of Super TV and Beijing Novel-Tongfang Digital TV Technology Co., Ltd., the predecessor of N-S Digital TV made and entered into the Technical Support and Related Services Agreement on June 7, 2004;
WHEREAS, Beijing Guangbo Digital TV Technology Co., Ltd. and Beijing Novel-Tongfang Digital TV Technology Co., Ltd. made and entered into the Technology License Agreement on June 7, 2004;
WHEREAS, Beijing Guangbo Digital TV Technology Co., Ltd. and Beijing Novel-Tongfang Digital TV Technology Co., Ltd. made and entered into the Technology Development Agreement on June 7, 2004;
WHEREAS, Beijing Guangbo Digital TV Technology Co., Ltd. and N-S Digital TV made and entered into the Products and Software Purchase Agreement on June 7, 2004;
HEREAS, Beijing Guangbo Digital TV Technology Co., Ltd. and N-S Digital TV made and entered into the Equipment Lease Agreement on June 7, 2004;
WHEREAS, Beijing Guangbo Digital TV Technology Co., Ltd., ▇▇ ▇▇▇▇ (ID Number: [ ]) and Novel-Tongfang Information Engineering Co., Ltd. (“N-T Info Engineering”) made and entered into the Equity Transfer Option Agreement on June 7, 2004; Beijing Guangbo Digital TV Technology Co., Ltd., Beijing Novel-Tongfang Digital TV Technology Co., Ltd., N-T Info Engineering and ▇▇▇▇ ▇▇ made and entered into Supplemental Agreement to Equity Transfer Option Agreement on September 1, 2005; Super TV, Beijing Novel-Tongfang Digital TV Technology Co., Ltd., N-T Info Engineering, ▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇ (identity card Number: [ ]) made and entered into No. 2 Supplemental Agreement to Equity Transfer Option Agreement on August 18, 2007; Super TV, N-S Digital TV, N-T Info Engineering, ▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ (identity card Number: [ ]) made and entered into No. 3 Supplemental Agreement to Equity Transfer Option Agreement on June 18, 2008; Super TV, N-S Digital TV, N-T Info Engineering, ▇▇▇▇▇▇▇ ▇▇ and ▇▇▇ ▇▇▇▇▇ made and entered into No. 4 Supplemental Agreement to Equity Transfer Option Agreement on November 24, 2008; Super TV, N-S Digital TV, N-T Info Engineering, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ made and entered into No. 5 Supplemental Agreement to Equity Transfer Option Agreement on July 11, 2011; (collectively the “Equity Transfer Option Agreements”)
WHEREAS, Beijing Guangbo Digital TV Technology Co., Ltd., N-S Digital TV, N-T Info Engineering and ▇▇ ▇▇▇▇ made and entered into the Business Operating Agreement on September 1, 2005; Super TV, N-S Digital TV, N-T Info Engineering, ▇▇▇ ▇▇▇ and ▇▇ ▇▇▇▇ made and entered into Supplemental Agreement to Business Operating Agreement on August 18, 2007; Super TV, N-S Digital TV, N-T Info Engineering, ▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇ made and entered into No. 2 Supplemental Agreement to Business Operating Agreement on June 18, 2008; Super TV, N-S Digital TV, N-T Info Engineering, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇ made and entered into No. 3 Supplemental Agreement to Business Operating Agreement on November 24, 2008; Super TV, N-S Digital TV, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ made and entered into No. 4 Supplemental Agreement to Business Operating Agreement on July 11, 2011; (collectively the “Business Operating Agreements”)
WHEREAS, Super TV made and entered into the Loan Agreements with ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇ ▇▇▇▇▇ respectively on November 24, 2008; Super TV made and entered into Loan Agreements with ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ respectively on July 11, 2011; (collectively the “Loan Agreements”)
WHEREAS, Super TV made and entered into the Share Pledge Agreements (collectively the “Share Pledge Agreements”) with ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ respectively on July 11, 2011;
WHEREAS, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇ signed Powers of Attorney (collectively the “Powers of Attorney”) respectively on July 11, 2011.
All the above documents shall be hereinafter collectively referred to as the “VIE Contracts”. Capitalized terms used herein and not otherwise defined shall have the same meanings as in the VIE Contracts.
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NOW, THEREFORE, in respect of the performance and renewal of the VIE Contracts, the Committing Parties hereby agree as follows:
| 1 | Without Super TV’s written consent, the Committing Parties shall not terminate any of the VIE Contracts in advance prior to their respective expiration dates; |
| 2 | Notwithstanding any provision to the contrary in the VIE Contracts, the term of each of the VIE Contracts, prior to its expiration date, may be renewed upon and only with Super TV’s written notice for a term to be determined by Super TV prior to its expiry date. The Committing Parties shall not withhold its consent to renewal of any of the VIE Contracts. |
| 3 | The Committing Parties will agree to enter into an amendment to each of the VIE Contracts to grant Super TV a unilateral right to renew such VIE Contract at the time of renewal. |
This Letter shall take force and effect from and as of the date hereof, and be in force and effect indefinitely and continuously.
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IN WITNESS WHEREOF, the Committing Parties have caused this Letter to be executed.
| Beijing Novel-Super Digital TV Technology Co., Ltd. | ▇▇▇▇▇▇▇ ▇▇▇▇ | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | ||
| (Seal) | ||
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇ | ||
| /s/ ▇▇▇▇▇▇▇ ▇▇▇ | ||
| Name: ▇▇▇▇▇▇▇ ▇▇▇ | ||
| Title: Legal Representative | ||
| ▇▇▇ ▇▇▇▇▇ | ▇▇▇▇▇▇ ▇▇▇▇ | |
| /s/ ▇▇▇ ▇▇▇▇▇ | /s/ ▇▇▇▇▇▇ ▇▇▇▇ | |
| Name: ▇▇▇ ▇▇▇▇▇ | Name: ▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇ | ||
| /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇ | ||
| Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇ | ||
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Be accepted and agreed by:
Beijing Super TV Co., Ltd.
(Seal)
/s/ ▇▇▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇
Title: Legal Representative
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