FANGDD NETWORK GROUP LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement October 31, 2019Deposit Agreement • March 31st, 2020 • Fangdd Network Group Ltd. • Real estate • New York
DEPOSIT AGREEMENT dated as of October 31, 2019 among FANGDD NETWORK GROUP LTD., 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 8th, 2019 • Fangdd Network Group Ltd. • Real estate
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2019 by and between FANGDD NETWORK GROUP LTD, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card No.: ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2019 by and between FANGDD NETWORK GROUP LTD, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card No.: ) (the “Executive”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 18th, 2023 • Fangdd Network Group Ltd. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2023, between Fangdd Network Group Ltd., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FANGDD NETWORK GROUP LTD. [•] AMERICAN DEPOSITARY SHARES REPRESENTING [ • ] CLASS A ORDINARY SHARES, PAR VALUE US$0.0000001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 31st, 2019 • Fangdd Network Group Ltd. • Real estate • New York
Mr. Xi Zeng Chairman & CEO Fangdd Network Group Ltd. Room 4106, Building 12B1, Shenzhen Bay Ecological Technology Park Nanshan District, Shenzhen, 518057 People’s Republic of China Dear Mr. Zeng:Fangdd Network Group Ltd. • July 18th, 2023 • Real estate • New York
This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the American Depositary Shares (“ADS”) of the Company, each representing 375 Class A ordinary shares of the Company, par value $0.0000001 per share (“Ordinary Shares”), and warrants (“ADS Warrants”) to purchase ADS of the Company (the ADS underlying the ADS Warrants, the “Warrant Shares”). The ADS, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent wo
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2019 by and between Fangdd Network Group Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card No.: ) (the “Indemnitee”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2019 by and between Fangdd Network Group Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card No.: ) (the “Executive”).
Operation and Maintenance Service Agreement Between Shenzhen Fangdd Network Technology Co, Ltd. (Service Receiver) And Shenzhen Fangdd Information Technology Co, Ltd. (Service Provider) March 2014Operation and Maintenance Service Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Operation and Maintenance Service Agreement (hereinafter referred to as the“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and between:
Technology Development and Application Service Agreement Between Shenzhen Fangdd Network Technology Co, Ltd. (Service Receiver) And Shenzhen Fangdd Information Technology Co, Ltd. (Service Provider) March 2014Service Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Technology Development and Application Service Agreement (hereinafter referred to as the” Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and between:
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • July 21st, 2023 • Fangdd Network Group Ltd. • Real estate
This Share Subscription Agreement (this “Agreement”) is made as of July 21, 2023, by and between Fangdd Network Group Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) and Zx International Ltd (the “Subscriber”), a company incorporated in British Virgin Islands and controlled by Mr. Xi Zeng, the chairman of the board of directors and the chief executive officer of the Company.
Purchase Option Agreement Among Shenzhen Fangdd Information Technology Co, Ltd., (Purchase Option Holder) (Purchase Option Obligor) And Shenzhen Fangdd Network Technology Co, Ltd., March 2014Option Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
Supplementary Agreement to the Purchase Option Agreement Among Shenzhen FangDD Information Technology Co, Ltd., (Purchase Option Holder) Wentao Bai (Purchase Option Obligor) And Shenzhen FangDD Network Technology Co, Ltd., August 2018Supplementary Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Supplementary Agreement to the Purchase Option Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:
= Certain confidential information contained in this document, marked by brackets, has been omitted because Fangdd Network Group Ltd. has determined it is not material and would be competitively harmful if publicly disclosed.Business Operation Agreement • November 29th, 2023 • Fangdd Network Group Ltd. • Real estate
This Supplementary Agreement to the Business Operation Agreement (this “Agreement”) is made and entered into in Shenzhen, the People’s Republic of China (PRC) on November 20, 2023 by and among:
Fangdd Network Group Ltd. FORM OF DIRECTOR AGREEMENTForm of Director Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Director Agreement (the “Agreement”) is made and entered into as of _______________, 2019, by and between Fangdd Network Group Ltd., a Cayman Islands company (the “Company”), and _______________ (ID Card No.: _______________) (the “Director”).
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 13th, 2023 • Fangdd Network Group Ltd. • Real estate
This Share Subscription Agreement (this “Agreement”) is made as of January 13, 2023 by and between Fangdd Network Group Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) and Zx International Ltd (the “Subscriber”), a company incorporated in British Virgin Islands and controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer of the Company.
Equity Interest Pledge Agreement Among Shenzhen FangDD Information Technology Co., Ltd., (Pledgee) (Pledgor) And Shenzhen FangDD Network Technology Co., Ltd., March 2014Equity Interest Pledge Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Equity Interest Pledge Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and among:
Supplementary Agreement to the Equity Interest Pledge Agreement Among Shenzhen Fangdd Information Technology Co, Ltd., (Pledgee) Wentao Bai (Pledgor) And Shenzhen Fangdd Network Technology Co, Ltd., August 2018Equity Interest Pledge Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Supplementary Agreement to the Equity Interest Pledge Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:
Securities Purchase AgreementSecurities Purchase Agreement • December 8th, 2022 • Fangdd Network Group Ltd. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December _______, 2022 between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Supplementary Agreement to the Equity Interest Pledge Agreement Among Shenzhen FangDD Information Technology Co, Ltd., (Pledgee) Wentao Bai (Pledgor) And Shenzhen FangDD Network Technology Co, Ltd., August 2018Equity Interest Pledge Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Supplementary Agreement to the Equity Interest Pledge Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:
Business Operation Agreement Among Shenzhen FangDD Information Technology Co., Ltd., Shenzhen FangDD Network Technology Co., Ltd., Huang Jingjing, Bai Wentao, Zhang Wei and Duan Yi, Li Jiancheng, Zeng Xi, Pan Jiaorong, Zhou Li and Lu Ying June 2017Business Operation Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Business Operation Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of June 8, 2017 by and among:
= Certain confidential information contained in this document, marked by brackets, has been omitted because Fangdd Network Group Ltd. has determined it is not material and would be competitively harmful if publicly disclosed. Equity Interest Pledge...Equity Interest Pledge Agreement • November 29th, 2023 • Fangdd Network Group Ltd. • Real estate
This Equity Interest Pledge Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of November 20, 2023 by and among:
AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
THIS AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is dated as of October 8, 2019, among FANGDD NETWORK GROUP LTD, an exempted limited liability incorporated under the laws of Cayman Island (the “Company”), the Founders, the Series A Investors, the Series B Investors, the Series C Investors (together with the Founders, Series A Investors, Series B Investors, the “Shareholders”) and certain other parties thereto. Capitalized terms used but not otherwise defined in this Amendment should have the meanings given such terms in the Amended and Restated Shareholders Agreement dated as of June 30, 2015 by and among the Company and the Shareholders (the “Agreement”).
FANGDD NETWORK GROUP LTD DIRECTOR AGREEMENTDirector Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Director Agreement (the “Agreement”) is made and entered into as of _______________, 2019, by and between FANGDD NETWORK GROUP LTD, a Cayman Islands company (the “Company”), and _______________ (ID Card No.: _______________) (the “Director”).
Supplementary Agreement to the Purchase Option Agreement Among Shenzhen Fangdd Information Technology Co, Ltd., (Purchase Option Holder) Wentao Bai (Purchase Option Obligor) And Shenzhen Fangdd Network Technology Co, Ltd., August 2018Supplementary Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Supplementary Agreement to the Purchase Option Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:
Business Operation Agreement Among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., Jingjing Huang, Wentao Bai, Wei Zhang and Yi Duan, Jiancheng Li, Xi Zeng, Jiaorong Pan, Li Zhou and Lu Ying June 2017Business Operation Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Business Operation Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of June 8, 2017 by and among:
Securities Purchase AgreementSecurities Purchase Agreement • March 2nd, 2023 • Fangdd Network Group Ltd. • Real estate • Hong Kong
This Securities Purchase Agreement (this “Agreement”) is dated as of March_______, 2023 between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
LETTER AGREEMENTLetter Agreement • April 15th, 2020 • Fangdd Network Group Ltd. • Real estate • Hong Kong
= Certain confidential information contained in this document, marked by brackets, has been omitted because Fangdd Network Group Ltd. has determined it is not material and would be competitively harmful if publicly disclosed. Supplementary Agreement...Supplementary Agreement • November 29th, 2023 • Fangdd Network Group Ltd. • Real estate
This Supplementary Agreement to the Purchase Option Agreement (this “Supplementary Agreement”) is made and entered into in Shenzhen, the People’s Republic of China (PRC) on November 20, 2023 by and among:
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate • 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:
Equity Interest Pledge Agreement Among Shenzhen Fangdd Information Technology Co., Ltd., (Pledgee) (Pledgor) And Shenzhen Fangdd Network Technology Co., Ltd., March 2014Pledge Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate
This Equity Interest Pledge Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and among:
NOTE CONVERSION AGREEMENTNote Conversion Agreement • March 9th, 2023 • Fangdd Network Group Ltd. • Real estate
This NOTE CONVERSION AGREEMENT (this “Agreement”) is made as of March , 2023, by and between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and the holder of convertible promissory note issued by the Company as identified on the signature page hereto (the “Noteholder”). Capitalized terms in this Agreement but not defined herein shall have the meanings given to such terms in the Note (as defined below).
AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate • 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:
FANGDD NETWORK GROUP LTD. and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of July ____, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 18th, 2023 • Fangdd Network Group Ltd. • Real estate • New York
WARRANT AGENCY AGREEMENT, dated as of July ____, 2023 (“Agreement”), between Fangdd Network Group Ltd., a Cayman Islands company (the “Company”), and Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate, Computershare Trust Company, N.A., a federally chartered trust company (collectively with Computershare, the “Warrant Agent”).
Convertible Note Purchase AgreementConvertible Note Purchase Agreement • January 13th, 2023 • Fangdd Network Group Ltd. • Real estate • Hong Kong
This Convertible Note Purchase Agreement (this “Agreement”), dated as of _______, 2023, is entered into by and between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).
