SOULGATE INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • June 17th, 2021 • Soulgate Inc. • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT dated as of , 2021 among SOULGATE INC., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between Soulgate Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual, (Passport/PRC ID Card No. ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2021 by and between Soulgate Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (Passport/ID Card No. ) (the “Executive”).
SOULGATE INC. [•] CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2021 • Soulgate Inc. • Services-computer processing & data preparation • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • June 17th, 2021 • Soulgate Inc. • Services-computer processing & data preparation • New York
WHEREAS, the Company publicly filed a registration statement on Form F-1 on May 10, 2021 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares of par value US$0.0001 per share, (“Class A Ordinary Shares”) of the Company as specified in the Registration Statement; and
LOAN AGREEMENTLoan Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation
This Loan Agreement (this “Agreement”) is executed on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”) by and between the following Parties:
EXCLUSIVE BUSINESS COOPERATION AGREEMENTExclusive Business Cooperation Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”).
EXCLUSIVE CALL OPTION AGREEMENTExclusive Call Option Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation
This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of May 8, 2020, in Shanghai, the People’s Republic of China (“China” or “PRC”):
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on May 8, 2020, in Shanghai, the People’s Republic of China (“China” or the “PRC”):
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTFourth Amended and Restated Shareholders Agreement • May 10th, 2021 • Soulgate Inc. • Services-computer processing & data preparation • Hong Kong
This FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on May 14, 2020 (the “Effective Date”), by and among:
