DEPOSIT AGREEMENT by and among MOMO INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of December...Deposit Agreement • January 30th, 2015 • Momo Inc. • Services-prepackaged software • New York
DEPOSIT AGREEMENT, dated as of December 10, 2014, by and among (i) Momo Inc., a company incorporated in the Cayman Islands, with its principal executive office at 20th Floor, Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street, Chaoyang District, Beijing, 100102, People’s Republic of China and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
DEPOSIT AGREEMENT by and among MOMO INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of [—], 20[—]Deposit Agreement • November 28th, 2014 • Momo Inc. • Services-prepackaged software • New York
DEPOSIT AGREEMENT, dated as of [—], 20[—], by and among (i) Momo Inc., a company incorporated in the Cayman Islands, with its principal executive office at 20th Floor, Block B, Tower 2 Wangjing SOHO, No.1 Futong East Street, Chaoyang District, Beijing, 100102, People’s Republic of China and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2014 by and between Momo Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
Exclusive Option AgreementExclusive Option Agreement • April 25th, 2023 • Hello Group Inc. • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of June 21, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 25th, 2023 • Hello Group Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on February 16, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SUBSCRIPTION AGREEMENTSubscription Agreement • November 28th, 2014 • Momo Inc. • Services-prepackaged software • New York
WHEREAS, the Company has filed a registration statement on Form F-1 on November 7, 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
EMPLOYMENT AGREEMENTEmployment Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 201 by and between Momo 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 Business Cooperation AgreementExclusive Business Cooperation Agreement • April 25th, 2023 • Hello Group Inc. • Services-prepackaged software
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on February 16, 2023 in Beijing, the People’s Republic of China (“China” or the “PRC”).
Exclusive Technical Consulting and Management Services AgreementConsulting and Management Services Agreement • April 25th, 2023 • Hello Group Inc. • Services-prepackaged software
This Exclusive Technical Consulting and Management Services Agreement (this “Agreement”) is made and entered into by and between the following parties on September 15, 2022 in the People’s Republic of China (“China” or the “PRC”).
EXCLUSIVE COOPERATION AGREEMENT Chengdu Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd.Exclusive Cooperation Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), effective on August 31, 2014 (“Effective Date”), is concluded by and between Chengdu Momo Technology Co., Ltd. (“Momo Chengdu”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 12-18, 9/F, Building E2, Tianfu Software Park, Tianfu Avenue, Hi-Tech Zone, Chengdu, Sichuan Province, P. R. China and Beijing Momo Information Technology Co., Ltd. (“Momo Info.”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Rm 232005, 20F, Building B, Tower 2, No. 1 East Futong Avenue, Chaoyang District, Beijing, P. R. China (each “a Party” and collectively, “the Parties”).
SERIES D PREFERRED SHARE PURCHASE AGREEMENTSeries D Preferred Share Purchase Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software • Hong Kong
Each of the Company, the HK Co, the WFOE, the Domestic Company, the Founders, the Founder Holdcos and the Investors is referred to herein individually as a “Party” and collectively as the “Parties.”
EXCLUSIVE COOPERATION AGREEMENT Beijing Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd.Cooperation Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), effective on August 31, 2014 (“Effective Date”), is concluded by and between Beijing Momo Technology Co., Ltd. (“Momo Tech.”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Rm 222002, 20F, Building B, Tower 2, No. 1 East Futong Avenue, Chaoyang District, Beijing, P. R. China and Beijing Momo Information Technology Co., Ltd. (“Momo Info.”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Rm 232005, 20F, Building B, Tower 2, No. 1 East Futong Avenue, Chaoyang District, Beijing, P. R. China (each “a Party” and collectively, “the Parties”).
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of December 18, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
SERIES C PREFERRED SHARE PURCHASE AGREEMENTShare Purchase Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software • Hong Kong
Each of the Company, the WFOE, the Domestic Company, the Founders, and the Investors is referred to herein individually as a “Party” and collectively as the “Parties.”
Business Operation AgreementBusiness Operation Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software
NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows:
MOMO TECHNOLOGY COMPANY LIMITED THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software • Hong Kong
This THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of May 15th, 2014 by and among Momo Technology Company Limited (the “Company”), the Investors listed on Schedule 1 attached to this Agreement (each an “Investor” and collectively the “Investors”), the Persons listed on Schedule 2(A) attached to this Agreement (each a “Founder” and collectively the “Founders”), the Persons listed on Schedule 2(B) attached to this Agreement (each a “Founder Holdco” and collectively the “Founder Holdcos”, and together with the Founders, the “Founder Parties”), Momo Technology HK Company Limited ( ) (the “HK Co”), Beijing Momo Technology Co., Ltd. ( ) (the “Domestic Company”), and Beijing Momo Information Technology Co., Ltd. ( ) (the “WFOE”). This Agreement shall be effective as to all parties as of the date hereof.
Exclusive Call Option AgreementExclusive Call Option Agreement • November 7th, 2014 • Momo Inc. • Services-prepackaged software • Beijing
This Exclusive Call Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 18, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”):
EXCLUSIVE COOPERATION AGREEMENTAgreement • April 26th, 2017 • Momo Inc. • Services-prepackaged software
This Cooperation Agreement (this “Agreement”), signed and effective on May 1, 2016 (“Effective Date”), is concluded by and between the parties listed below:
SERIES C PREFERRED SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 30th, 2014 • Momo Inc. • Services-prepackaged software • Hong Kong
Each of the Company, the WFOE, the Domestic Company, the Founders, and the Investors is referred to herein individually as a “Party” and collectively as the “Parties.”
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on December 18, 2018 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Business Operation AgreementBusiness Operation Agreement • April 27th, 2022 • Hello Group Inc. • Services-prepackaged software
NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows:
Business Operation AgreementBusiness Operation Agreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows:
Business Operation AgreementBusiness Operation Agreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows:
EXCLUSIVE COOPERATION AGREEMENTAgreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), effective on December 18, 2018 (“Effective Date”), is concluded by and between QOOL Media (Tianjin) Co., Ltd. (“QOOL Media”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 501, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin and QOOL Media Technology (Tianjin) Co., Ltd. (“QOOL Media Technology”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 502, Floor 5th, Podium Building, R&D Mansion, No. 1620, Zhongtian Avenue, Sino-Singapore Eco-city, Tianjin (each “a Party” and collectively, “the Parties”).
Business Operation AgreementBusiness Operation Agreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
NOW, THEREFORE, the Parties, through friendly consultations and based on the principle of equality and mutual benefit, hereby agree as follows:
EXCLUSIVE COOPERATION AGREEMENTAgreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), effective on June 1, 2018 (“Effective Date”), is concluded by and between Hainan Yilingliuer Network Technology Co., Ltd. (“Yilingliuer Network”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District, Hainan and Beijing Yiliulinger Information Technology Co., Ltd. (“Yiliulinger”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 305, Building 4, Yard 13, Kaifang East Road, Huairou District, Beijing (each “a Party” and collectively, “the Parties”).
Supplemental AgreementSupplemental Agreement • April 26th, 2018 • Momo Inc. • Services-prepackaged software
Address: 3/F, Office Building of Administrative Committee of Wan Bao New Area, No. 1 Da Shi Shan Road, Lou Xing District, Loudi, P. R. China
Supplemental Agreement to the Exclusive Cooperation AgreementSupplemental Agreement • April 28th, 2020 • Momo Inc. • Services-prepackaged software
An Exclusive Cooperation Agreement (“the Agreement”) was concluded between Party A and Party C on the licensing of use right of intellectual properties and provision of services by Party A to Party C for Party C to run its social networking business in China on August 15, 2018. Party A, Party B and Party C (“the Parties”) agree on this supplemental agreement in accordance with the Contract Law of the PRC and other relevant laws and regulations for mutual benefit.
SERIES D PREFERRED SHARE PURCHASE AGREEMENTSeries D Preferred Share Purchase Agreement • July 30th, 2014 • Momo Inc. • Services-prepackaged software • Hong Kong
Each of the Company, the HK Co, the WFOE, the Domestic Company, the Founders, the Founder Holdcos and the Investors is referred to herein individually as a “Party” and collectively as the “Parties.”
EXCLUSIVE COOPERATION AGREEMENT Chengdu Momo Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. and Beijing Momo Information Technology Co., Ltd. Chengdu BranchExclusive Cooperation Agreement • April 28th, 2020 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), effective on January 6, 2020 (“Effective Date”), is concluded by and between Chengdu Momo Technology Co., Ltd. (“Momo Chengdu”), a company incorporated under the laws of the People’s Republic of China, and Beijing Momo Information Technology Co., Ltd. and its Chengdu branch (“Momo Info.”), companies incorporated under the laws of the People’s Republic of China, (each “a Party” and collectively, “the Parties”).
Business Operation AgreementBusiness Operation Agreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
Address: Room 201, Building A18, Hainan Ecological Software Park, High-tech Industries Demonstration Zone, Laocheng District, Hainan
EXCLUSIVE COOPERATION AGREEMENTAgreement • April 26th, 2019 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), effective on April 1, 2019 (“Effective Date”), is concluded by and between Beijing Fancy Reader Technology Co., Ltd. (“Fancy Reader”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 221902, Units 2, Floor 16th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing and Beijing Momo Information Technology Co., Ltd. (“Momo”), a company incorporated under the laws of the People’s Republic of China, with its principal place of business at Room 232005, Floor 20th, Building No.6, Yard No.1, Futongdong Avenue, Chaoyang District, Beijing (each “a Party” and collectively, “the Parties”).
Supplemental Agreement to Exclusive Technology Consulting and Management Services AgreementSupplemental Agreement • April 27th, 2022 • Hello Group Inc. • Services-prepackaged software
This Supplemental Agreement to Exclusive Technology Consulting and Management Services Agreement (the “Agreement”) is entered into as of April 18, 2022 (the “Execution Date”), by and between the following parties:
MOMO INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of July 2, 2018 1.25% Convertible Senior Notes due 2025Indenture • April 26th, 2019 • Momo Inc. • Services-prepackaged software • New York
INDENTURE dated as of July 2, 2018 between MOMO INC., a Cayman Islands exempted company, as issuer (the “Company,” as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a banking organization organized and existing under the laws of the State of New York, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
EXCLUSIVE COOPERATION AGREEMENTExclusive Cooperation • April 26th, 2018 • Momo Inc. • Services-prepackaged software
This Service Agreement (“Agreement”), signed and effective on December 1, 2017 (“Effective Date”), is concluded by and between the parties listed below:
