QUTOUTIAO INC. FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • September 4th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between Qutoutiao Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director/officer] of the Company (“Indemnitee”).
2,125,000 CLASS A ORDINARY SHARES QUTOUTIAO INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • April 1st, 2019 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • New York
Qutoutiao Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I-A hereto (the “Underwriters”) an aggregate of 262,439 Class A ordinary shares, par value US$0.0001 per share, of the Company in the form of 1,049,756 American Depositary Shares (as defined below), and the shareholders listed in Schedule I-B here to (the “Selling Shareholders”) severally and not jointly propose to sell to the Underwriters an aggregate of 1,862,561 Class A ordinary shares of the Company in the form of 7,450,244 American Depositary Shares. The aggregate of 2,125,000 Class A ordinary shares of the Company in the form of 8,500,000 American Depositary Shares to be sold by the Company and the Selling Shareholders are hereinafter referred to as the “Firm Shares.”
Share Pledge AgreementShare Pledge Agreement • April 23rd, 2020 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Share Pledge Agreement (this “Agreement”) is executed on September 29, 2019 by and among the following parties in Shanghai, the People’s Republic of China (the “PRC” or “China”):
Exclusive Option AgreementExclusive Option Agreement • April 23rd, 2020 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Exclusive Option Agreement (this “Agreement”) is executed on June 1, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”):
Exclusive Technical and Consulting Service AgreementTechnical and Consulting Service Agreement • April 23rd, 2020 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on September 29, 2019 by the following two parties in Shanghai, the People’s Republic of China (“PRC”):
LOAN AGREEMENTLoan Agreement • April 23rd, 2020 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Loan Agreement (this “Agreement”) is executed on June 1, 2019 in Shanghai, the People's Republic of China (“PRC”) by and among the following parties:
Shareholders’ Voting Rights Proxy AgreementShareholders’ Voting Rights Proxy Agreement • April 23rd, 2020 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on September 29, 2019 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”):
FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • September 4th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on September 4, 2018 (the “Effective Date”), by and among:
SERIES B1 PREFERRED SHARE PURCHASE AGREEMENTSeries B1 Preferred Share Purchase Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
SERIES B3 PREFERRED SHARE PURCHASE AGREEMENTSeries B3 Preferred Share Purchase Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
Exclusive Option AgreementExclusive Option Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Exclusive Option Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”):
SERIES B2 PREFERRED SHARE PURCHASE AGREEMENTSeries B2 Preferred Share Purchase Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
QUTOUTIAO INC. FORM OF EXECUTIVE EMPLOYMENT AGREEMENTEmployment Agreement • September 4th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
This Executive Employment Agreement, dated as of [*], 2018 (this “Agreement”), is executed by and between Qutoutiao Inc., an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and (holding passport of with passport number of /PRC Identification Card No. ) (the “Executive”).
SHARE RESTRICTION DEEDShare Restriction Deed • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
THIS SHARE RESTRICTION DEED (this “Deed”) is made and entered into as of January 3, 2018 by and among Qtech Ltd., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), Li Lei (李磊), a citizen of the People’s Republic of China (the “Principal”), and News Optimizer (BVI) Ltd., a company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Principal Holding Company/ies”).
LOAN AGREEMENTLoan Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Loan Agreement (this “Agreement”) is executed on October 13, 2017 in Shanghai, the People’s Republic of China (“PRC”) by and among the following parties:
Shareholders’ Voting Rights Proxy AgreementShareholders’ Voting Rights Proxy Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Shareholders’ Voting Rights Proxy Agreement (this “Agreement”) is executed on October 13, 2017 by and among the following parties in Shanghai, the People’s Republic of China (“PRC”):
Exclusive Technical and Consulting Service AgreementTechnical and Consulting Service Agreement • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS Exclusive Technical and Consulting Service Agreement (this “Agreement”) is made on October 13, 2017 by the following two parties in Shanghai, the People’s Republic of China (“PRC”):
SHARE RESTRICTION DEEDShare Restriction Deed • August 17th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
THIS SHARE RESTRICTION DEED (this “Deed”) is made and entered into as of January 3, 2018 by and among Qtech Ltd., an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), Tan Siliang (谭思亮), a citizen of the People’s Republic of China (the “Principal”), Innotech Overseas Investment Ltd., a company duly incorporated and validly existing under the laws of the British Virgin Islands and Innotech Group Holdings Ltd., a company duly incorporated and validly existing under the laws of the Cayman Islands (collectively, the “Principal Holding Companies”).
SERIES C1 PREFERRED SHARE PURCHASE AGREEMENTSeries C1 Preferred Share Purchase Agreement • August 27th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
Strategic Cooperation Framework AgreementStrategic Cooperation Framework Agreement • September 11th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
This Strategic Cooperation Framework Agreement (this “Agreement”) is entered into by and between the following Parties in Shanghai on August 27, 2018:
SERIES C2 PREFERRED SHARE PURCHASE AGREEMENTSeries C2 Preferred Share Purchase Agreement • September 4th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • April 23rd, 2020 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
THIS SERIES B PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into on September 24, 2019 (the “Execution Date”) by and among:
THIRD SUPPLEMENTAL AGREEMENTThird Supplemental Agreement • May 2nd, 2022 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
THIS THIRD SUPPLEMENTAL AGREEMENT (this “Agreement”) is made effective as of April 29, 2022 by and between QUTOUTIAO INC., an exempted company with limited liability incorporated under the laws of the Cayman Islands and listed on NASDAQ with stock code “QTT” (the “Borrower” or the “Company”), and ALIBABA.COM HONG KONG LIMITED, a business company incorporated under the laws of Hong Kong (the “Lender”, and together with the Company, the “Parties”).
Dated March 28, 2019 QUTOUTIAO INC. (as Borrower) ALIBABA INVESTMENT LIMITED (as Lender) CONVERTIBLE LOAN AGREEMENTConvertiable Loan Agreement • March 29th, 2019 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
The Lender proposes to provide finance facilities to the Borrower subject to the terms and conditions of this Agreement.
Dated the 26th day of February, 2018 Qtech Ltd. (as Company) AND The Core Trust Company Limited (as Trustee) AND Qu World Limited (as Nominee A) AND QFUN Limited (as Nominee B) TRUST DEED FOR CERTAIN EQUITY INCENTIVE SCHEMES OF QTECH LTD.Qutoutiao Inc. • August 17th, 2018 • Services-computer programming, data processing, etc. • Hong Kong
in each case for the benefit of the Participant(s) (as defined in each respective scheme), copies of which are set out in Schedule 1 to Schedule 2 of this Deed.
Supplementary Agreement to Series C1 Preferred Share Purchase AgreementSupplementary Agreement • September 11th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
This Supplementary Agreement to the Series C1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of September 4, 2018 (the “Effective Date”) by and among：
Dated the 26th day of February, 2018 Qtech Ltd. (as Company) AND The Core Trust Company Limited (as Trustee) AND Qu World Limited (as Nominee A) AND QFUN Limited (as Nominee B) TRUST DEED FOR CERTAIN EQUITY INCENTIVE SCHEMES OF QTECH LTD.Qtech Ltd. • April 17th, 2018 • Services-computer programming, data processing, etc. • Hong Kong
in each case for the benefit of the Participant(s) (as defined in each respective scheme), copies of which are set out in Schedule 1 to Schedule 2 of this Deed.
Baidu Alliance Membership Registration AgreementMembership Registration Agreement • July 27th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc.
All of the services of Baidu Alliance are owned and provided by Baidu. All the services will be provided in strict compliance with the terms of service and other relevant regulations published by Baidu. Users must agree to this Baidu Alliance Membership Registration Agreement (the “Agreement”) and other applicable regulations to complete registration and get our approval to become a Member of Baidu Alliance.
Supplementary Agreement to Series C1 Preferred Share Purchase AgreementSupplementary Agreement • September 11th, 2018 • Qutoutiao Inc. • Services-computer programming, data processing, etc. • Hong Kong
This Supplementary Agreement to the Series C1 Preferred Share Purchase Agreement (this “Agreement”) is entered into as of September 11, 2018 (the “Effective Date”) by and among:
