Exhibit 4.26
THIS SUPPLEMENTARY AGREEMENT is made on 9/26/2024 (the “Effective Date”).
BETWEEN
| (1) | Metalpha Technology Holding Limited (formerly known as Dragon Victory International Limited), an exempted company limited by shares incorporated in the Cayman Islands, with its principal business address at Suite 6703-04, Central Plaza, 18 Harbour Road, Wan Chai, Hong Kong (the “Company”); |
| (2) | Wang Bingzhong, an individual whose address at [**] (the “Executive”); |
(each a “Party” and collectively the “Parties”).
RECITALS
| (A) | Pursuant to the Director Offer Letter dated 9 December 2021 and amended on 23 April 2024 (the “Director Appointment Letter”), the Executive has been appointed as a Director of the Company. |
| (B) | Pursuant to the Employment Agreement dated 9 December 2021 and amended on 23 April 2024 (the “Employment Agreement”), the Executive has been employed as the President of the Company. |
| (C) | The Parties have agreed to amend the Director Appointment Letter and the Employment Agreement on the following terms and conditions. |
THE PARTIES AGREE:-
| 1. | PURPOSE AND DEFINITIONS |
| 1.1 | This Supplementary Agreement sets out the amendments to the terms of each of the Director Appointment Letter and the Employment Agreement. |
| 1.2 | Save and except where modified by this Supplementary Agreement, each of the Director Appointment Letter and the Employment Agreement and the terms and conditions thereunder shall remain in full force and effect. In the event of any conflict between (i) this Supplementary Agreement and the Director Appointment Letter; or (ii) this Supplementary Agreement and the Employment Agreement, the terms of this Supplementary Agreement shall prevail. |
| 1.3 | The clause headings are inserted for convenience only and shall not affect the construction or interpretation of this Supplementary Agreement. |
| 1.4 | Words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate or unincorporated. |
| 2. | AMENDMENTS TO THE DIRECTOR APPOINTMENT LETTER |
The Parties agree that the Director Appointment Letter is amended as set out in Schedule A of this Supplementary Agreement with effect on and after the Effective Date.
| 3. | AMENDMENTS TO THE EMPLOYMENT AGREEMENT |
The Parties agree that the Employment Agreement is amended as set out in Schedule B of this Supplementary Agreement with effect on and after the Effective Date.
No Parties shall, without the consent of the other, assign or transfer this Supplementary Agreement or any rights or obligations hereunder; provided, however, that (i) the Company may assign or transfer this Supplementary Agreement or any rights or obligations hereunder to any subsidiary without such consent, and (ii) in the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall, subject to the provisions hereof, be binding upon and inure to the benefit of such successor and such successor shall discharge and perform all the promises, covenants, duties, and obligations of the Company hereunder.
This Supplementary Agreement may be executed in one or more counterparts, including by facsimile or email of .pdf signatures or DocuSign (or similar electronic signature software), each of which shall be deemed to be an original document, but all such separate counterparts shall constitute only one and the same instrument and is binding on all Parties.
All notices, requests, demands and other communications required or permitted under this Supplementary Agreement shall be in writing and shall be deemed to have been duly given and made if (i) sent by facsimile or email (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party), (ii) delivered by hand, (iii) otherwise delivered against receipt therefor, or (iv) sent by a recognized courier with next-day or second-day delivery to the last known address of the other Party.
| 7. | GOVERNING LAW AND JURISDICTION |
This Supplementary Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The courts of Hong Kong are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Supplementary Agreement.
| 8.1 | Each Party hereby undertakes to the other Party that it will do all such acts and things and execute all such deeds and documents as may be necessary or desirable to carry into effect or to give legal effect to the provisions of this Supplementary Agreement and the transactions hereby contemplated. |
| 8.2 | No waiver by any Party of any breach by the other Party of any provision hereof shall be deemed to be a waiver of any subsequent breach of that or any other provisions hereof and any forbearance or delay by such Party in exercising any of its rights hereunder shall not be construed as a waiver thereof. |
| 8.3 | The illegality, invalidity or unenforceability of any part of this Supplementary Agreement shall not affect the legality, validity or enforceability of any other part of this Supplementary Agreement. |
| 8.4 | Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong) shall not apply to this Supplementary Agreement and no person other than the Parties shall have any rights under it. |
IN WITNESS WHEREOF the Parties have executed this Supplementary Agreement on the date first above written.
| Metalpha Technology Holding Limited | |
| | |
| By | /s/ Ni Ming | |
| Name: | Ni Ming | |
| Title: | Chief Operating Officer & Director | |
| | |
| Wang Bingzhong | |
| | |
| /s/ Wang Bingzhong | |
SCHEDULE A
Amendments to the Director Appointment Letter
| 1. | The first paragraph of the Director Appointment Letter shall be deemed to be deleted in its entirety and be replaced by the following: |
“Metalpha Technology Holding Limited (formerly known as Dragon Victory International Limited), a Cayman Islands exempted company with limited liability (the “Company”), is pleased to offer you a position as Chairman of its board of directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as Chairman of the Board, this letter agreement (this “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
| 2. | Section 2 of the Director Appointment Letter shall be deemed to be deleted in its entirety and be replaced by the following: |
“2. Services. You shall render services as Chairman of the Board (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the Board committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference, or in person. You shall consult with the other members of the Board and Board committee(s) as necessary via telephone, electronic mail, or other forms of correspondence.”
| 3. | Section 3 of the Director Appointment Letter shall be deemed to be deleted in its entirety and be replaced by the following: |
“3. Compensation. As compensation for your services to the Company, you will receive compensation as set forth on Schedule A attached hereto (hereinafter, the “Compensation”) for serving on the Board during your term as a director. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.”
| 4. | Section 9 of the Director Appointment Letter shall be deemed to be deleted in its entirety and be replaced by the following: |
“9. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. The courts of Hong Kong are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.”
| 5. | Schedule A of the Director Appointment Letter shall be deemed to be deleted in its entirety. |
| 6. | Schedule B of the Director Appointment Letter shall be deemed to be deleted in its entirety and be replaced by the following: |
“Schedule A
Compensation
During your term as Chairman of the Board, you will receive cash compensation in the amount of HKD[**] per year during your term as a director, which shall be paid to you in quarterly installments in arrears as determined by the Company.”
SCHEDULE B
Amendments to the Employment Agreement
| 1. | Section 1 of the Employment Agreement shall be deemed to be deleted in its entirety and be replaced by the following: |
“1. POSITION
The Executive hereby accepts a position of Chief Executive Officer of the Company (the “Employment”).”
| 2. | Section 16 of the Employment Agreement shall be deemed to be deleted in its entirety and be replaced by the following: |
“16. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.”
| 3. | Section 17 of the Employment Agreement shall be deemed to be deleted in its entirety and be replaced by the following: |
“17. JURISDICTION
The courts of Hong Kong are to have non-exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.”
| 4. | Schedule A of the Employment Agreement shall be deemed to be deleted in its entirety and be replaced by the following: |
“Schedule A
Annual cash compensation is HKD[**].”
| 5. | The following section shall be inserted after Section 7 and before Section 8 of the Employment Agreement. |
“7A. Grant of Restricted Share Units
(a) In recognition of the Executive’s significant contributions to the Company’s growth, and to incentivize the Executive’s continued dedication and performance, the Company shall grant the Executive an aggregate of [**] Restricted Share Units (the “RSUs”), each representing the right to receive one ordinary share, par value US$0.0001 per share, of the Company (the “Ordinary Shares”), over a five-year period commencing from 2024, subject to the terms and conditions of the share incentive plans (the “Plans”) implemented by the Company from time to time and the applicable RSU award agreements. The RSUs shall be granted according to the following schedule:
[**].
(b) Each annual grant of RSUs shall vest in accordance with the terms and conditions set forth in the applicable RSU award agreement, as approved in accordance with the Plans.
(c) In the event of a termination of the Executive’s employment by the Company without cause (as defined in Section 8(a) of this Agreement), the Executive shall be entitled to (i) immediate grant of all RSUs under this Section 7A(a) which have not been awarded to the Executive, and (ii) immediate vesting of all outstanding unvested RSUs held by the Executive as of the date of termination and all RSUs granted under this Section 7A(a)(i).
(d) The Executive shall cause Natural Selection Capital Holdings Limited (“Natural Selection”) to terminate and surrender to the Company four warrants to purchase an aggregate of 14,000,000 Ordinary Shares, which were granted to Natural Selection under the Consulting and Warrant Issuance Agreement dated 6 August 2021 among the Company, Natural Selection and a third party.
(e) The Company shall take all necessary actions to ensure that sufficient Ordinary Shares are reserved and available for issuance under the Plans to satisfy the Company’s obligations to the Executive pursuant to this Section 7A.
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