Aurora Mobile Ltd Sample Contracts

Aurora Mobile Ltd – AURORA MOBILE LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement July 25, 2018 (December 17th, 2018)

DEPOSIT AGREEMENT dated as of July 25, 2018 among AURORA MOBILE LIMITED, 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.

Aurora Mobile Ltd – AURORA MOBILE LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (July 24th, 2018)

DEPOSIT AGREEMENT dated as of                     , 2018 among AURORA MOBILE LIMITED, 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.

Aurora Mobile Ltd – EMPLOYMENT AGREEMENT (July 13th, 2018)

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of             , 2018 by and between Aurora Mobile Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and                     (Passport/PRC ID Card No.                      ) (the “Executive”).

Aurora Mobile Ltd – INDEMNIFICATION AGREEMENT (July 13th, 2018)

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of             , 2018 by and between Aurora Mobile Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and                  (Passport/PRC ID Card No.                 ) (the “Indemnitee”).

Aurora Mobile Ltd – AURORA MOBILE LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement (July 13th, 2018)

DEPOSIT AGREEMENT dated as of                     , 2018 among AURORA MOBILE LIMITED, 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.

Aurora Mobile Ltd – Aurora Mobile Limited 2014 STOCK INCENTIVE PLAN (June 29th, 2018)
Aurora Mobile Ltd – Aurora Mobile Limited 2017 STOCK INCENTIVE PLAN (June 29th, 2018)
Aurora Mobile Ltd – Exclusive Option Agreement (June 29th, 2018)

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 20, 2018 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):

Aurora Mobile Ltd – SUBSCRIPTION AGREEMENT between AURORA MOBILE LIMITED, MERCER INVESTMENTS (SINGAPORE) PTE. LTD., MANDRA IBASE LIMITED, and THE PARTIES listed on Schedule 1 hereto Dated April 11, 2018 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong (June 29th, 2018)
Aurora Mobile Ltd – DEFINITIVE CERTIFICATE FOR THE CONVERTIBLE NOTES (June 29th, 2018)

This is to certify that MERCER INVESTMENTS (SINGAPORE) PTE. LTD. is the registered holder of US$30,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the “Notes”) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

Aurora Mobile Ltd – Exclusive Business Cooperation Agreement (June 29th, 2018)

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 5, 2014 in Shenzhen, the People’s Republic of China (“China” or the “PRC”).

Aurora Mobile Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (June 29th, 2018)
Aurora Mobile Ltd – SERIES D PREFERRED SHARE PURCHASE AGREEMENT (June 29th, 2018)
Aurora Mobile Ltd – Financial Support Agreement (June 29th, 2018)

This agreement (this “Agreement”) is entered into by and among the parties below as of March 28, 2018 in Shenzhen, People’s Republic of China (“PRC”):

Aurora Mobile Ltd – FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (June 29th, 2018)

THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into on May 10, 2017 (the “Signing Date”), by and among:

Aurora Mobile Ltd – and AURORA MOBILE LIMITED SHARE REDEMPTION AGREEMENT in respect of AURORA MOBILE LIMITED (June 29th, 2018)
Aurora Mobile Ltd – Equity Interest Pledge Agreement (June 29th, 2018)

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on April 20, 2018 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):

Aurora Mobile Ltd – DEFINITIVE CERTIFICATE FOR THE CONVERTIBLE NOTES (June 29th, 2018)

This is to certify that MANDRA IBASE LIMITED is the registered holder of US$5,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the “Notes”) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

Aurora Mobile Ltd – Power of Attorney (June 29th, 2018)

I, [name of shareholder], a Chinese citizen with Chinese Identification Card No.: [ID Card Number], and a holder of [percentage of shareholding] of the entire registered capital in Shenzhen Hexunhuagu Information Technology Co. Ltd. (“Hexunhuagu”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize JPush Information Consultation (Shenzhen) Co. Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Hexunhuagu (“My Shareholding”) during the term of this Power of Attorney:

Aurora Mobile Ltd – INVESTORS’ RIGHTS AGREEMENT among Aurora Mobile Limited, Mercer Investments (Singapore) Pte. Ltd., MANDRA IBASE LIMITED, Luo Wei Dong (罗伟东) and KK Mobile Limited Dated April 17, 2018 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong (June 29th, 2018)
Aurora Mobile Ltd – Shareholder Voting Proxy Agreement (June 29th, 2018)

This Shareholder Voting Proxy Agreement (this “Agreement”) is entered into by and among the parties as of March 28, 2018 in Shenzhen, People’s Republic of China (“PRC”, for the purpose of this Agreement, PRC shall not include Hong Kong, Macau and Taiwan):

Aurora Mobile Ltd – Exclusive Business Cooperation Agreement (June 1st, 2018)

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on August 5, 2014 in Shenzhen, the People’s Republic of China (“China” or the “PRC”).

Aurora Mobile Ltd – Financial Support Agreement (June 1st, 2018)

This agreement (this “Agreement”) is entered into by and among the parties below as of March 28, 2018 in Shenzhen, People’s Republic of China (“PRC”):

Aurora Mobile Ltd – and AURORA MOBILE LIMITED SHARE REDEMPTION AGREEMENT in respect of AURORA MOBILE LIMITED (June 1st, 2018)
Aurora Mobile Ltd – FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (June 1st, 2018)

THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) is entered into on May 10, 2017 (the “Signing Date”), by and among:

Aurora Mobile Ltd – DEFINITIVE CERTIFICATE FOR THE CONVERTIBLE NOTES (June 1st, 2018)

This is to certify that MANDRA IBASE LIMITED is the registered holder of US$5,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the “Notes”) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

Aurora Mobile Ltd – SUBSCRIPTION AGREEMENT between AURORA MOBILE LIMITED, MERCER INVESTMENTS (SINGAPORE) PTE. LTD., MANDRA IBASE LIMITED, and THE PARTIES listed on Schedule 1 hereto Dated April 11, 2018 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong (June 1st, 2018)
Aurora Mobile Ltd – Exclusive Option Agreement (June 1st, 2018)

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of April 20, 2018 in Shenzhen, the People’s Republic of China (“China” or the “PRC”):

Aurora Mobile Ltd – INVESTORS’ RIGHTS AGREEMENT among Aurora Mobile Limited, Mercer Investments (Singapore) Pte. Ltd., MANDRA IBASE LIMITED, Luo Wei Dong (罗伟东) and KK Mobile Limited Dated April 17, 2018 Paul, Weiss, Rifkind, Wharton & Garrison Solicitors and International Lawyers 12th Floor, Hong Kong Club Building 3A Chater Road Central Hong Kong (June 1st, 2018)
Aurora Mobile Ltd – Power of Attorney (June 1st, 2018)

I, [name of shareholder], a Chinese citizen with Chinese Identification Card No.: [ID Card Number], and a holder of [percentage of shareholding] of the entire registered capital in Shenzhen Hexunhuagu Information Technology Co. Ltd. (“Hexunhuagu”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize JPush Information Consultation (Shenzhen) Co. Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Hexunhuagu (“My Shareholding”) during the term of this Power of Attorney:

Aurora Mobile Ltd – SERIES D PREFERRED SHARE PURCHASE AGREEMENT (June 1st, 2018)
Aurora Mobile Ltd – Aurora Mobile Limited 2014 STOCK INCENTIVE PLAN (June 1st, 2018)
Aurora Mobile Ltd – DEFINITIVE CERTIFICATE FOR THE CONVERTIBLE NOTES (June 1st, 2018)

This is to certify that MERCER INVESTMENTS (SINGAPORE) PTE. LTD. is the registered holder of US$30,000,000 in principal amount of the US$35,000,000 zero coupon non-guaranteed and unsecured convertible notes due 2021 (the “Notes”) issued pursuant to the Subscription Agreement. The Note or Notes in respect of which this Certificate is issued are issued in registered form, without coupons attached and form part of a series designated as specified in the title of the Issuer. Words and expressions defined in the Conditions shall, unless the context otherwise requires, have the same meaning in this Certificate.

Aurora Mobile Ltd – SERIES C PREFERRED SHARE PURCHASE AGREEMENT (June 1st, 2018)
Aurora Mobile Ltd – Aurora Mobile Limited 2017 STOCK INCENTIVE PLAN (June 1st, 2018)