The9 LTD Sample Contracts

AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of December 20, 2004 As Amended and Restated as of January 16, 2009
Deposit Agreement • March 10th, 2009 • The9 LTD • Services-business services, nec • New York

DEPOSIT AGREEMENT dated as of December 20, 2004, as amended and restated as of January 16, 2009, and as further amended and restated as of March ___, 2009 among THE9 LIMITED, incorporated under the laws of the Cayman Islands (herein called the Issuer), THE BANK OF NEW YORK MELLON (formerly known as “The Bank of New York”), a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 30th, 2004 • The9 LTD • Services-business services, nec • New York

This Indemnification Agreement (the “Agreement”) is entered into as of , 200 by and between The9 Limited, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).

THE BANK OF NEW YORK
The9 LTD • November 29th, 2004 • Services-business services, nec

Re: Deposit Agreement dated as of ___________, 2004 (the "Deposit Agreement") by and among The9 Limited, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts

WARRANT AGENT AGREEMENT
Warrant Agent Agreement • October 5th, 2020 • The9 LTD • Services-business services, nec • New York

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of October 2, 2020 (the “Issuance Date”) between The9 Limited., a company incorporated under the laws of the Cayman Islands (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Warrant Agent”).

STANDBY EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • August 27th, 2021 • The9 LTD • Services-business services, nec • New York

THIS STANDBY EQUITY DISTRIBUTION AGREEMENT dated as of August 27, 2021 (this “Agreement”) is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and THE9 LIMITED, a company incorporated under the laws of the Cayman Islands, with principal executive offices located at 17th Floor, No. 130 Wu Song Road, Hong Kou District, Shanghai 200080, Peoples Republic of China (the “Company”).

December 10, 2021 Equity Pledge Agreement between Wang Qi and Huiling Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai IT Technology Co., Ltd.
Equity Pledge Agreement • May 2nd, 2022 • The9 LTD • Services-business services, nec

This Equity Pledge Agreement (hereinafter this “Agreement”) is entered into in Shanghai, People’s Republic of China (hereinafter “PRC”) as of December 10, 2021 by and between the following Parties:

Dated the 10th day of September, 2002 Wezen Inc. and GAMENOW.NET (HONG KONG) Ltd.
Joint-Venture Agreement • November 26th, 2004 • The9 LTD

In accordance with the laws of the Hong Kong Special Administrative Region (hereinafter referred to as “Hong Kong”) of the People’s Republic of China (hereinafter referred to as “China”), Webzen Inc., established in accordance with the laws of the Republic of Korea (hereinafter referred to as “Korea”) with its principal office at 6F, Daelim Acrotel, 467-6, Dogok-Dong, Kangnam-Gu, Seoul, Korea (hereinafter referred to as “WEBZEN” for the First Party) and GAMENOW.NET (HONG KONG) LIMITED, established in accordance with the laws of Hong Kong with its principal office located at 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“hereinafter referred to as “GAMENOW”) or the Second Party) hereby agree to establish a joint venture company with investment jointly contributed by the parties, at Hong Kong, China, based on the principles of equality and mutual benefit as well as through friendly negotiations on this 10th day of September 2002. The parties shall hereinaft

Securities Purchase Agreement
Securities Purchase Agreement • March 23rd, 2021 • The9 LTD • Services-business services, nec • Utah

This Securities Purchase Agreement (this “Agreement”), dated as of March 17, 2021, is entered into by and between The9 Limited, a Cayman Islands corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Investor”).

SHARE PURCHASE AGREEMENT BY AND AMONG THE9 LIMITED AND __________ (the “Purchaser”)
Share Purchase Agreement • March 23rd, 2021 • The9 LTD • Services-business services, nec • Hong Kong

WHEREAS, The9 has American depositary shares (“ADSs”) listed on the Nasdaq Capital Market (“NASDAQ”) under trading symbol “NCTY,” each ADS representing thirty Class A Shares (as defined below);

April 22, 2014 Equity Pledge Agreement by and between Lin Zhimin and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd.
Equity Pledge Agreement • March 27th, 2015 • The9 LTD • Services-business services, nec

This Equity Pledge Agreement (hereinafter this “Agreement”) is entered into in Shanghai, the People’s Republic of China (hereinafter “PRC”) as of April 22, 2014 by and between the following Parties:

CONVERTIBLE NOTE AND WARRANT PURCHASE AGREEMENT By and Among
Convertible Note and Warrant Purchase Agreement • April 11th, 2016 • The9 LTD • Services-business services, nec • New York

This NOTE ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of is by and between (the “Assignor”) and (the “Assignee”).

AMENDMENT TO JOINT VENTURE AGREEMENT
Joint Venture Agreement • April 30th, 2020 • The9 LTD • Services-business services, nec

THIS AMENDMENT TO JOINT VENTURE AGREEMENT (this “Amendment”) is made and entered into on June 23, 2019 (the “Effective Date”) by and between The9 Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (together with a direct or indirect wholly-owned Subsidiary to be formed for the sole purpose of directly holding the The9 Shares, “The9”) and Faraday&Future Inc., a company incorporated and existing under the laws of California in the U.S. (together with either an indirect wholly-owned Subsidiary of Smart King to be formed for the sole purpose of directly holding the F&F Shares or an existing indirect wholly-owned Subsidiary of Smart King that will directly hold the F&F Shares, “F&F”). Each of The9 and F&F and any Person that becomes a party to the JV Agreement (as defined below) pursuant to a joinder agreement in substantially the form attached to the JV Agreement as Schedule 2 is referred to herein individually as a “Party” an

Loan Agreement
Loan Agreement • April 30th, 2020 • The9 LTD • Services-business services, nec

This Loan Agreement (hereinafter this “Agreement”) is entered into in Shanghai, People’s Republic of China (hereinafter “PRC”) as of May 1, 2019, by and between the following Parties:

Exclusive Technical Service Agreement
Exclusive Technical Service Agreement • April 30th, 2020 • The9 LTD • Services-business services, nec

Shanghai The9 Information Technology Co., Ltd., (hereinafter “Party A”), with its registered address: Room 201, Building 3, 690 Bibo Road, Zhangjiang Hi-Tech Park, Shanghai, legal representative: Wei Ji; and;

Equity Pledge Agreement between and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai Jiucheng Advertisement Co., Ltd.
Equity Pledge Agreement • November 30th, 2004 • The9 LTD • Services-business services, nec
April 22, 2014 Exclusive Call Option Agreement By and Among Lin Zhimin Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd.
Call Option Agreement • March 27th, 2015 • The9 LTD • Services-business services, nec

This Exclusive Call Option Agreement (hereinafter this “Agreement”) is entered into in Shanghai, the People’s Republic of China (hereinafter “PRC”) as of April 22, 2014 by and among the following Parties:

EMPLOYMENT AGREEMENT
Employment Agreement • November 30th, 2004 • The9 LTD • Services-business services, nec • Hong Kong
SHAREHOLDER VOTING PROXY AGREEMENT
Shareholder Voting Proxy Agreement • April 30th, 2020 • The9 LTD • Services-business services, nec

This Shareholders Voting Proxy Agreement (hereinafter this “Agreement”) is entered into in Pudong New District, Shanghai city of the People’s Republic of China as of May 1, 2019 by and among the following Parties:

THE9 LIMITED and THE BANK OF NEW YORK MELLON, Rights Agent RIGHTS AGREEMENT
Rights Agreement • January 8th, 2009 • The9 LTD • Services-business services, nec • New York

Dated as of January 8, 2009 (the “Agreement”), between The9 Limited, a company incorporated with limited liability under the Cayman Islands Companies Law (the “Company”), and The Bank of New York Mellon, a New York banking corporation (in its capacity as the rights agent, the “Rights Agent”).

Exclusive Call Option Agreement
Exclusive Call Option Agreement • April 30th, 2020 • The9 LTD • Services-business services, nec

This Exclusive Call Option Agreement (hereinafter this “Agreement”) is entered into in the People’s Republic of China (hereinafter “PRC”) as of May 1, 2019 by and between the following Parties:

LICENSE AGREEMENT
License Agreement • November 26th, 2004 • The9 LTD • California

This LICENSE AGREEMENT (“Agreement”) is entered into this 10th day of September, 2002, by and between Webzen Inc, a corporation duly organized and existing under the laws of Republic of Korea (“Korea”) and having its principle office at 6F, Daelim Acrotel, 467-6, Dogok-Dong, Kangnam-Gu, Seoul, Korea (“WEBZEN” or “Licensor”), and JVC, existing under the laws of the Hong Kong Special Administrative Region (“Hong Kong”) of People’s Republic of China (“China”) and having its principle office at 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“JVC” or “Licensee”)(individually referred to as a “Party” and collectively referred to as the “Parties”).

Loan Agreement
Loan Agreement • November 30th, 2004 • The9 LTD • Services-business services, nec
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April 22, 2014 Shareholder Voting Proxy Agreement by and among Lin Zhimin Ji Wei and Shanghai The9 Information Technology Co., Ltd. The9 Computer Technology Consulting (Shanghai) Co., Ltd. Regarding Shanghai The9 Information Technology Co., Ltd.
Voting Proxy Agreement • March 27th, 2015 • The9 LTD • Services-business services, nec

This Shareholder Voting Proxy Agreement (hereinafter this “Agreement”) is entered into in Shanghai as of April 22, 2014 by and among the following Parties:

April 22, 2014 Loan Agreement by and among Lin Zhimin Ji Wei and The9 Computer Technology Consulting (Shanghai) Co., Ltd.
Loan Agreement • March 27th, 2015 • The9 LTD • Services-business services, nec

This Loan Agreement (hereinafter this “Agreement”) is entered into in Shanghai, the People’s Republic of China (hereinafter “PRC”) as of April 22, 2014 by and among the following Parties:

AMENDMENT TO DEED OF SETTLEMENT
The9 LTD • April 30th, 2020 • Services-business services, nec
AMONG:
Cb Agreement • April 30th, 2020 • The9 LTD • Services-business services, nec • New York

SDL, the Company, HKCo 1, HKCo 2, WFOE 1, WFOE 2, and the Operating Company are collectively referred to as the “Parties” and each of them as a “Party”.

SECOND AMENDMENT TO DEED OF SETTLEMENT
The9 LTD • April 30th, 2020 • Services-business services, nec
SHARE PURCHASE AGREEMENT BY AND AMONG LEADING CHOICE INVESTMENT HOLDINGS LIMITED LEADING CHOICE HOLDINGS LIMITED AND THE9 LIMITED August 30, 2018
Share Purchase Agreement • April 29th, 2019 • The9 LTD • Services-business services, nec • Hong Kong

THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of August 30, 2018, is entered into by and among Leading Choice Investment Holdings Limited, a company incorporated under the laws of British Virgin Islands (the “HoldCo”), Leading Choice Holdings Limited, a company incorporated under the laws of Hong Kong (the “Seller”), The9 Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands which has American depositary shares (“ADSs”), each representing three ordinary shares, par value US$0.01 each (each ordinary share of The9 Limited is referred to as the “Purchaser Share”), listed on the Nasdaq Global Market (“NASDAQ”) under trading symbol “NCTY” (“The9”), 1111 Limited, a company incorporated under the Hong Kong laws (“The9 Sub”, together with The9 and each of them, the “Purchaser”, together with Seller, the “Parties”, and each of them, a “Party”).

Presale Agreement
The9 LTD • June 30th, 2006 • Services-business services, nec

Party A and Party B enter into this Agreement on the basis of equal, voluntary and consultative consensus with regard to the purchase by Party B of “Shanghai Zhangjiang Port of Microelectronics Intelligent Office Building” presold by Party A.

SHARE PURCHASE AGREEMENT between THE9 LIMITED and 9CITY ASIA LIMITED DATED JULY 14, 2017
Share Purchase Agreement • April 27th, 2018 • The9 LTD • Services-business services, nec • Hong Kong
Novation Agreement
Novation Agreement • March 22nd, 2012 • The9 LTD • Services-business services, nec

WHEREAS Transferor and The9 Computer entered into three Loan Agreements respectively on January 1, 2004, July 19, 2004, and May 1, 2005 (collectively “Loan Agreements”) and according to these agreements, The9 Computer has provided loans in a total amount of RMB14,720,000 to the Transferor;

SHARE PURCHASE AGREEMENT concerning 12,099,455 Ordinary Shares in CHINA THE9 INTERACTIVE LIMITED
Share Purchase Agreement • June 30th, 2006 • The9 LTD • Services-business services, nec • Hong Kong
Termination Agreement
Termination Agreement • June 24th, 2019 • The9 LTD • Services-business services, nec
THIS PLEDGE OF SHARES is made on the 4th day of April, 2005
The9 LTD • June 30th, 2006 • Services-business services, nec • Hong Kong

BY CHINA INTERACTIVE (SINGAPORE) PTE. LTD., a company incorporated under the laws of Singapore with its registered office situate at 45 Sam Leong Road, Singapore 207935 (the “Pledgor”) to GAMENOW.NET (HONG KONG) LIMITED, a company incorporated under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) with its registered office situate at 22nd Floor, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (the “Pledgee”).

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