REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2021 • Onion Global LTD • Retail-catalog & mail-order houses
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 29, 2021, between Onion Global Limited, a company established and existing under the laws of the Cayman Islands (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ONION GLOBAL LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • April 28th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of , 2021 among ONION GLOBAL 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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 1st, 2021 • Onion Global LTD • Retail-catalog & mail-order houses • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 29, 2021, between Onion Global Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
FORM OF INDEMNIFICATION AGREEMENT ONION GLOBAL LIMITEDForm of Indemnification Agreement • April 7th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses • Hong Kong
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2021, by and between Onion Global Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
ONION GLOBAL LIMITED [•] American Depositary Shares Representing [•] Class A Ordinary Shares (par value 0.0001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 3rd, 2021 • Onion Global LTD • Retail-catalog & mail-order houses • New York
WARRANT TO PURCHASE CLASS A SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES onion global limitedOnion Global LTD • November 1st, 2021 • Retail-catalog & mail-order houses
THIS WARRANT TO PURCHASE CLASS A SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the issue date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [____________] (the “Termination Date”)1, but not thereafter, to subscribe for and purchase from Onion Global Limited, a company established and existing under the laws of the Cayman Islands (the “Company”), up to ______ Class A Shares, par value $0.0001 per share (the “Warrant Shares”) represented by ___ ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
Amended and Restated Exclusive Call Option Agreement In relation to Guangzhou Onion Vogue Group Co., Ltd. Between Guangzhou Transasia Trading Co., Ltd. And Guangzhou Onion Vogue Group Co., Ltd. And Shareholders Listed in Exhibit I September 26, 2020Exclusive Call Option Agreement • April 7th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses
This Amended and Restated Exclusive Call Option Agreement (“Agreement”) is made by the following parties on September 26, 2020 (Execution Date):
AMENDED AND RESTATED EXCLUSIVE BUSINESS COOPERATION AGREEMENT Between Guangzhou Transasia Trading Co., Ltd And Guangzhou Onion Vogue Group Co., Ltd September 26, 2020Exclusive Business Cooperation Agreement • April 7th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses
This Amended and Restated Exclusive Business Cooperation Agreement is made on September 26, 2020 in Guangzhou, People’s Republic of China (hereinafter referred to as “China”, and for the purpose of this Agreement, excluding Hong Kong, Macau and Taiwan) by the following parties:
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • April 7th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses • Hong Kong
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], 2021, is entered between Onion Global Limited, a company incorporated in the Cayman Islands (the “Company” and, together with its subsidiaries and consolidated affiliated entities, the “Onion Group”) and [NAME] (the “Executive”).
Amended and Restated Voting Rights Proxy Agreement In relation to Guangzhou Onion Vogue Group Co., Ltd Between Guangzhou Transasia Trading Co., Ltd And Guangzhou Onion Vogue Group Co., Ltd And The Shareholders listed in Exhibit I September 26, 2020Voting Rights Proxy Agreement • April 7th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses
This amended and restated voting rights proxy agreement (“Agreement”) is made by the following parties on September 26, 2020 (“Execution Date”):
Amended and Restated Equity Interest Pledge Agreement In relation to Guangzhou Onion Vogue Group Co., Ltd Between Guangzhou Transasia Trading Co., Ltd And Guangzhou Onion Vogue Group Co., Ltd And The Shareholders listed in Exhibit I September 26, 2020Interest Pledge Agreement • April 7th, 2021 • Onion Global LTD • Retail-catalog & mail-order houses
This amended and restated equity interest pledge agreement (“Agreement”) is made by the following parties on September 26, 2020 (“Execution Date”):
