CHEETAH MOBILE INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of May 7, 2014Deposit Agreement • October 24th, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • New York
DEPOSIT AGREEMENT dated as of May 7, 2014 among CHEETAH MOBILE 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 • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2014 by and between Cheetah Mobile Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
12,000,000 Class A Ordinary Shares Cheetah Mobile Inc. CLASS A ORDINARY SHARES, PAR VALUE US$0.000025 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • New York
EMPLOYMENT AGREEMENTEmployment Agreement • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 201 by and between Cheetah Mobile Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).
Exclusive Technology Development, Support and Consultancy AgreementCheetah Mobile Inc. • April 2nd, 2014 • Services-prepackaged software
The Exclusive Technology Development, Support and Consultancy Agreement (the “Agreement”) is concluded and signed by and between the following parties on June 14, 2013:
Cooperation Agreement Party A: Beike Internet (Beijing) Security Technology Co., Ltd. Party B: Baidu Online Network Technology (Beijing) Co., Ltd. March 2013Cheetah Mobile Inc. • May 5th, 2014 • Services-prepackaged software
This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 25th, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • New York
The Investors on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”
Date: January 1, 2011 All the Parties Listed in Annex I Beijing Kingsoft Internet Security Software Co., Ltd. And Beike Internet (Beijing) Security Technology Co., Ltd. Equity Pledge Agreement With respect to Beike Internet (Beijing) Security...Equity Pledge Agreement • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software
Jan 1, 2011 Each Person Listed in Annex I And Beijing Kingsoft Internet Security Software Co., Ltd. Loan AgreementLoan Agreement • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software
The Loan Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and among the following Parties in the People’s Republic of China (hereinafter referred to as “PRC”) on Jan 1, 2011:
June 14, 2013 Each Party Listed in Annex I Beijing Kingsoft Internet Security Software Co. Ltd. And Beijing Antutu Technology Co.,Ltd Shareholder Voting Proxy Agreement With respect to Beijing Antutu Technology Co., Ltd.Shareholder Voting Proxy Agreement • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software
Audience Network TermsAudience Network Terms • April 26th, 2019 • Cheetah Mobile Inc. • Services-prepackaged software
These Audience Network Terms (“Audience Network Terms”) are made and entered into by and between Facebook, Inc. and Facebook Ireland Limited (“FB”) and the person or entity accepting these Audience Network Terms (“Publisher”). These Audience Network Terms are deemed accepted and agreed to by Publisher on the date that Publisher indicates its assent to these Audience Network Terms by clicking “agree” or “accept” (the “Effective Date”). If you are accepting on behalf of a legal entity, you represent and warrant that you are an authorised representative of such entity with the authority to bind it to these Audience Network Terms.
Proxy Agreement and Power of AttorneyProxy Agreement and Power of Attorney • May 15th, 2020 • Cheetah Mobile Inc. • Services-prepackaged software
Date: June 14, 2013 Each Party Listed in Annex I Beijing Kingsoft Internet Security Software Co., Ltd. And Beijing Antutu Technology Co., Ltd. Exclusive Equity Option Agreement With respect to Beijing Antutu Technology Co., Ltd.Equity Option Agreement • March 6th, 2014 • Kingsoft Internet Software Holdings LTD • Services-prepackaged software
The Exclusive Equity Option Agreement (hereinafter referred to as the “Agreement”) is made and entered into by and among the following Parties on the date of June 14, 2013 in Beijing, the People’s Republic of China (“PRC”):
Equity Pledge AgreementEquity Pledge Agreement • May 15th, 2020 • Cheetah Mobile Inc. • Services-prepackaged software
SUBSCRIPTION AGREEMENTSubscription Agreement • April 25th, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on April 2, 2014 (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 (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Framework AgreementFramework Agreement • May 15th, 2020 • Cheetah Mobile Inc. • Services-prepackaged software
This Framework Agreement (this “Agreement”) is made and entered into on December 20, 2019 in Beijing, the People’s Republic of China (“China”, for the purpose of this Agreement, excluding Hong Kong, Macao and Taiwan) by and among:
Exclusive Equity Option AgreementExclusive Equity Option Agreement • May 15th, 2020 • Cheetah Mobile Inc. • Services-prepackaged software
Business Operation AgreementKingsoft Internet Software Holdings LTD • March 6th, 2014 • Services-prepackaged software
The Business Operation Agreement (hereinafter referred to as the “Agreement”) is concluded and signed by and among the following parties (each hereinafter referred to as a “Party” and collectively, the “Parties”) on June 14, 2013:
Business Operation AgreementCheetah Mobile Inc. • April 2nd, 2014 • Services-prepackaged software
The Business Operation Agreement (hereinafter referred to as the “Agreement”) is concluded and signed by and among the following parties (each hereinafter referred to as a “Party” and collectively, the “Parties”) on January 1, 2011:
Exclusive Equity Option AgreementExclusive Equity Option Agreement • April 26th, 2019 • Cheetah Mobile Inc. • Services-prepackaged software • Beijing
KINGSOFT INTERNET SECURITY SOFTWARE HOLDINGS LIMITED SERIES B PREFERRED SHARE PURCHASE AGREEMENTPreferred Share Purchase Agreement • March 6th, 2014 • Kingsoft Internet Software Holdings LTD • Services-prepackaged software • Hong Kong
The Company, the HK Co, the BVI Co, the US Co, the WFOEs, the WFOE Sub, the DomCos shall be referred to individually as a “Group Company” and collectively as the “Group Companies”.
Equity Pledge AgreementEquity Pledge Agreement • April 26th, 2019 • Cheetah Mobile Inc. • Services-prepackaged software
Exclusive Service AgreementExclusive Service Agreement • April 26th, 2019 • Cheetah Mobile Inc. • Services-prepackaged software
The Parties conclude this Agreement as follows through friendly negotiation according to the principle of equality and mutual benefits:
SHARE AND ASSET PURCHASE AGREEMENT among Cheetah Mobile Inc. (formerly known as Kingsoft Internet Software Holdings Limited), Cheetah Technology Corporation Limited, Beike Internet (Beijing) Security Technology Co., Ltd., Hongkong Zoom Interactive...Share and Asset Purchase Agreement • April 21st, 2015 • Cheetah Mobile Inc. • Services-prepackaged software • Hong Kong
Agreement on Cancellation of ContractsAgreement on Cancellation of Contracts • April 26th, 2019 • Cheetah Mobile Inc. • Services-prepackaged software
This Agreement on Cancellation of Contracts (“this Agreement”) is executed in Beijing, the People’s Republic of China (“China”) on July 5, 2018:
Transfer AgreementTransfer Agreement • April 26th, 2019 • Cheetah Mobile Inc. • Services-prepackaged software
Share Transfer AgreementShare Transfer Agreement • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software
This Share Transfer Agreement is entered into by and between Kingsoft Corporation Limited, hereinafter referred to as “Party A”) and Cheetah Technology Corporation Limited (hereinafter referred to as “Party B”) on the 18th day of March, 2014 (hereinafter referred to the “Agreement”).
SECOND AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT by and among KINGSOFT CORPORATION LIMITED FAX VISION CORPORATION FU SHENG XU MING MATRIX PARTNERS CHINA I, L.P. MATRIX PARTNERS CHINA I-A, L.P. TCH COPPER LIMITED KINGSOFT INTERNET SECURITY SOFTWARE...Shareholders’ Agreement • April 2nd, 2014 • Cheetah Mobile Inc. • Services-prepackaged software • Hong Kong
The Company, the HK Co, the BVI Co, the US Co, the WFOEs, the WFOE Sub, the DomCos, any other direct or indirect Subsidiary of any Group Company and any other entity controlled by any of the foregoing shall be referred to individually as a “Group Company” and collectively as the “Group Companies”.
Third Supplemental Agreement to Strategic Cooperation AgreementStrategic Cooperation Agreement • April 22nd, 2016 • Cheetah Mobile Inc. • Services-prepackaged software
This Third Supplemental Agreement for Strategic Cooperation Agreement (this “Agreement”) is executed on June 30th, 2015 in Chaoyang District, Beijing.
Strategic Cooperation AgreementStrategic Cooperation Agreement • April 22nd, 2016 • Cheetah Mobile Inc. • Services-prepackaged software
AMENDMENT TO THE STOCK PURCHASE AGREEMENTThe Stock Purchase Agreement • April 22nd, 2016 • Cheetah Mobile Inc. • Services-prepackaged software
This amendment (the “Amendment”) dated as of December 15, 2015, is entered into by and among Hongkong Cheetah Mobile Technology Limited, a Hong Kong company, with its registered address at Rm 1101, 11/F San Toi Bldg, No.139, Connaught Rd Central Hong Kong (the “Purchaser”); Mr. Vianney Settini and Mr. Guillaume Alabert (the “Founders”), funds managed by Alven Capital Partners and Newfund Management (the “Investors”) and each of the other Persons identified under the heading “Main Sellers” on the signature page hereto (collectively with the Founders and the Investors, the “Main Sellers”); Mr. Djamel Agaoua and Alven Capital Partners solely in their capacity as the Sellers’ Representatives; and MobPartner S.A.S., a société par actions simplifiée organized and existing under the laws of France and with its registered offices at 89-91, avenue Ledru-Rollin, 75011 Paris, France registered with the Commercial Registry under number 484 374 533 R.C.S. Paris (the “Company”). The Purchaser, the F
Cooperation Agreement Party A: Beike Internet (Beijing) Security Technology Co., Ltd. Party B: Baidu Online Network Technology (Beijing) Co., Ltd. March 2013Cheetah Mobile Inc. • April 22nd, 2014 • Services-prepackaged software
This Cooperation Agreement is executed by and between the parties below in Haidian District, Beijing, the People’s Republic of China (hereinafter referred to as “PRC”):
SHARE TRANSFER AGREEMENT OF GUANGZHOU KINGSOFT NETWORK TECHNOLOGY CO., LTD. BY AND AMONG MING XU WEIQIN QIU AND BEIJING KINGSOFT SECURITY SOFTWARE CO. LTD. October 19, 2015Share Transfer Agreement • April 22nd, 2016 • Cheetah Mobile Inc. • Services-prepackaged software
The above-mentioned parties shall be collectively referred to as the “Parties” and individually as “a Party”; Party A and Party B shall be collectively referred to as the “Seller”.
Cooperation Framework AgreementCheetah Mobile Inc. • April 2nd, 2014 • Services-prepackaged software
The cooperation framework agreement (“the Agreement”) is concluded and signed on the date of Dec. 27th, 2013 in Chaoyang District, Beijing.
Supplemental Agreement to Strategic Cooperation AgreementSupplemental Agreement to Strategic Cooperation Agreement • April 26th, 2017 • Cheetah Mobile Inc. • Services-prepackaged software
This Supplemental Agreement for Strategic Cooperation Agreement (“this Agreement”) is executed on November 19th, 2016 in Chaoyao District, Beijing.
