XNET [Xunlei] UPLOAD:
[]
[CHRISTOPHER W. BETTS 15 QUEENS ROAD CENTRAL, HONG KONG BOSTON EDWARD H.P. LAM ¨ * CHICAGO G.S. PAUL MITCHARD QC ¨ TEL: (852) 3740-4700 HOUSTON CLIVE W. ROUGH ¨ FAX: (852) 3740-4727 LOS ANGELES JONATHAN B. STONE * www.skadden.com NEW YORK ALEC P. TRACY * PALO ALTO ¨ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK)]
[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq. Approximate date of commencement of] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate (b) beneficial owner (c) Commission (d) Company (e) Change of Control (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the Section 1. Definitions Affiliate (a) beneficial owner (b) Commission (c) Company (d) Change of Control (e) control controlled by under common control with (f) Current Holder (g) Date of] [SUPPLEMENTAL AGREEMENT Amendment THIS AMENDMENTS TO SHARE PURCHASE AGREEMENT (this 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the 3. HK Co. Xunlei Network Technologies Limited, a company organized under the] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED KING VENTURE HOLDINGS LIMITED MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND, L.P. MORNINGSIDE CHINA TMT FUND III CO-INVESTMENT, L.P. IDG TECHNOLOGY VENTURE INVESTMENT V, L.P. Dated as of April 3 , 201 4 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this April 3 , 201 4 , is entered into by] [[Letter head of Leading Advice] LETTER AGREEMENT March 20 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 Peoples Republic of China Re: 2013 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the Plan) of Xunlei Limited, an exempted company] [Proprietary Technology License Contract Agreement This Proprietary Technology License Contract (this (1) Giganology (Shenzhen) Ltd. Licensor a wholly foreign owned enterprise established under laws of the PRC, with registered address located at Room 802, Building 11, Shenzhen Software Park, Central District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the (2) Shenzhen Xunlei Networking Technologies Co., Ltd. Licensee] [Intellectual Properties Purchase Option Agreement This Intellectual Properties Purchase Option Agreement (this Agreement) is entered into on March 1, 2012 in Shenzhen, by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 7th and 8th Floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen, Guangdong, PRC. Party B: Giganology (Shenzhen) Ltd. Legal]
[FORM F-1 REGISTRATION STATEMENT XUNLEI LIMITED Not Applicable Cayman Islands (State or other jurisdiction of 7370 (Primary Standard Industrial Not Applicable (I.R.S. Employer 4/F, Hans Innovation Mansion, North Ring Road (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Z. Julie Gao, Esq. James C. Lin, Esq. Approximate date of commencement of] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Xiaomi Ventures Limited (the Section 1. Definitions . As used herein, the following terms shall have the following meanings: (a) Affiliate (b) beneficial owner (c) Commission (d) Company (e) Change of Control (f) control controlled by under] [Series E Preferred Shares (subject to adjustment) March 5, 2014 XUNLEI LIMITED Initial Holder THIS CERTIFIES THAT, Skyline Global Company Holdings Limited (the Section 1. Definitions Affiliate (a) beneficial owner (b) Commission (c) Company (d) Change of Control (e) control controlled by under common control with (f) Current Holder (g) Date of] [SUPPLEMENTAL AGREEMENT Amendment THIS AMENDMENTS TO SHARE PURCHASE AGREEMENT (this 1. Company Xunlei Limited, an exempted company incorporated under the laws of the Cayman Islands (the 2. BVI Co. Xunlei Network Technologies Limited, a company organized under the laws of the British Virgin Islands (the 3. HK Co. Xunlei Network Technologies Limited, a company organized under the] [Execution Version SHARE PURCHASE AGREEMENT Among XUNLEI LIMITED KING VENTURE HOLDINGS LIMITED MORNINGSIDE CHINA TMT SPECIAL OPPORTUNITY FUND, L.P. MORNINGSIDE CHINA TMT FUND III CO-INVESTMENT, L.P. IDG TECHNOLOGY VENTURE INVESTMENT V, L.P. Dated as of April 3 , 201 4 SHARE PURCHASE AGREEMENT Agreement THIS SHARE PURCHASE AGREEMENT (this April 3 , 201 4 , is entered into by] [[Letter head of Leading Advice] LETTER AGREEMENT March 20 , 2014 To: Xunlei Limited 7/F, Building 11, Shenzhen Software Park II Shenzhen High-Tech Park, Shenzhen 518057 Peoples Republic of China Re: 2013 Share Incentive Plan Dear Sirs, Reference is made to the 2013 Share Incentive Plan dated November 18 th , 2013 (the Plan) of Xunlei Limited, an exempted company] [Proprietary Technology License Contract Agreement This Proprietary Technology License Contract (this (1) Giganology (Shenzhen) Ltd. Licensor a wholly foreign owned enterprise established under laws of the PRC, with registered address located at Room 802, Building 11, Shenzhen Software Park, Central District of High-tech Park, Nanshan District, Shenzhen, Guangdong, PRC. (the (2) Shenzhen Xunlei Networking Technologies Co., Ltd. Licensee] [Intellectual Properties Purchase Option Agreement This Intellectual Properties Purchase Option Agreement (this Agreement) is entered into on March 1, 2012 in Shenzhen, by and between: Party A: Shenzhen Xunlei Networking Technologies Co., Ltd. Legal Address: 7th and 8th Floor, Building 11, Shenzhen Software Park, Ke Ji Zhong Er Road, Nanshan District, Shenzhen, Guangdong, PRC. Party B: Giganology (Shenzhen) Ltd. Legal]
[CHRISTOPHER W. BETTS 15 QUEENS ROAD CENTRAL, HONG KONG BOSTON EDWARD H.P. LAM ¨ * CHICAGO G.S. PAUL MITCHARD QC ¨ TEL: (852) 3740-4700 HOUSTON CLIVE W. ROUGH ¨ FAX: (852) 3740-4727 LOS ANGELES JONATHAN B. STONE * www.skadden.com NEW YORK ALEC P. TRACY * PALO ALTO ¨ (ALSO ADMITTED IN ENGLAND & WALES) * (ALSO ADMITTED IN NEW YORK)]
[CHRISTOPHER W. BETTS 42/F, EDINBURGH TOWER, THE LANDMARK BOSTON EDWARD H.P. LAM ¨ * 15 QUEENS ROAD CENTRAL, HONG KONG CHICAGO G.S. PAUL MITCHARD QC ¨ HOUSTON CLIVE W. ROUGH ¨ TEL: (852) 3740-4700 LOS ANGELES JONATHAN B. STONE * FAX: (852) 3740-4727 NEW YORK ALEC P. TRACY * www.skadden.com PALO ALTO ¨ (ALSO ADMITTED IN ENGLAND & WALES) *]