I n the case of an individual, the term “Affiliate” includes, without limitation, his spouse, child, brother, sister, parent, trustee of any trust in which such individual or any of his immediate family members is a beneficiary or a discretionary object, or any entity or company Controlled by any of the aforesaid persons. “ Affiliate” means, with respect to any given Person, a Person that Controls, is Controlled by, or is under common Control with the given Person. For the purposes of this Agreement, the following terms are not defined in the text of the Agreement and shall have the following meanings: NOW, THEREFORE, in consideration of the premises set forth above, the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:ġ.1. WHEREAS the Company desires to obtain investment from the Investor s and the Investor s desire to invest in the Company and purchase a total of 39,037,382 Series E Shares (as defined below) on the terms and conditions set forth herein WHEREAS the Company is an exempted company with limited liability established under the laws of the Cayman Islands The foregoing parties shall be hereinafter referred to collectively as the “ Parties” and individually as a “ Party.” (“ IDG”, collectively with Kingsoft and Morningside, the “ Investor s ”, and each, an “ Investor”), a limited partnership incorporated under the laws of Delaware. IDG Technology Venture Investment V, L.P. ( collectively “ Morningside” ), each an exempted limited partnership incorporated under the laws of the Cayman Islands. and Morningside China TMT Fund III Co-Investment, L.P. Morningside China TMT Special Opportunity Fund, L.P. King Venture Holdings Limited (“ Kingsoft ”), a company incorporated under the laws of the Cayman Islands ħ. each of the entities set forth in Schedule II (the “ Founder Holdco”, and collectively, the “ Founder Holdcos”) andĦ. each of the entities set forth in Schedule I attached hereto ĥ. Xunlei Network Technologies Limited., a company organized under the laws of Hong Kong (the “ HK C o. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the “ BVI C o. Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the “ Company”) Ģ. THIS SHARE PURCHASE AGREEMENT (this “ Agreement”), dated as of April 3, 201 4, is entered into by and among ,ġ.
![xunlei thunder english m xunlei thunder english m](https://forum.lowyat.net/uploads//attach-78/post-90978-1180343101_thumb.jpg)
REPRESENTATIONS AND WARRANTIES BY INVESTORS Compliance with Applicable Laws and Instruments Organization, Good Standing and Qualification REPRESENTATIONS AND WARRANTIES BY THE WARRANTORS AUTHORIZATION, ISSUANCE, SALE AND PURCHASE