SHAREHOLDERS’ AGREEMENT DATED THIS 14TH DAY OF MAY 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) each of the Persons listed on Schedule 1 hereto (as “Investors”) each of the Persons listed on Schedule 2 hereto (as “Key Holders”) SHANGHAI...Shareholders’ Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation • New York
This SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of the 14th day of May 2007, by and among Harper Capital Inc., an exempted company duly incorporated and validly existing in the British Virgin Islands (the “Company”), the individuals identified on Schedule 1 of this Agreement (each individually an “Investor” and collectively the “Investors”), the individuals identified on Schedule 2 of this Agreement (each individually an “Key Holder” and collectively the “Key Holders”), Shanghai Huaqianshu Information Technology Co., Ltd., a PRC limited liability company (the “Domestic Company”), Flower Tree Limited, an exempted company duly incorporated and validly existing in the British Virgin Islands (“Flower Tree”) and MiYuan (Shanghai) Information Technology Co., Ltd., a wholly-foreign owned enterprise organized and validly existing in the PRC (“WFOE”).
LOAN AGREEMENTLoan Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
(For the purpose of this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)
PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 16TH DAY OF APRIL 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as “Domestic Company”) SOUYUAN (SHANGHAI) TECHNOLOGY CO., LTD. (as “WFOE”) the...Preferred Share Purchase Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation • New York
This PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on the 16th day of April 2007 by and among Harper Capital Inc., a BVI Business company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Company”), the purchasers listed on Schedule 1 attached to this Agreement (each a “Purchaser” and together the “Purchasers”), the persons listed on Schedule 2 attached to this Agreement (each a “Founder” and together the “Founders”), Shanghai Huaqianshu Information Technology Co., Ltd., a PRC limited liability company (the “Domestic Company”) and Souyuan (Shanghai) Technology Co., Ltd., a wholly-foreign owned enterprise organized and validly existing in the PRC (“WFOE”). Each of the Company, the Purchasers, the Founders, the Domestic Company and the WFOE shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto.
EQUITY PLEDGE AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Equity Pledge Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
Contract No.: ON-C-111011-012011 Cooperation Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
Based on the lawful and valid Search Engine Advertising Framework Agreement (No.: ON-C-111011) dated April 6, 2011 between Party A and Party B and for purposes of further deepening the service cooperation concerning search engine marketing and online marketing and improving the effect of Party A’s online marketing, Party A and Party B, after friendly negotiations and on the basis of equality and mutual benefit, hereby enter into this Cooperation Agreement, upon the terms and subject to the conditions as set forth below:
AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is made on January 25, 2011 in Shanghai, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
CONTRACT FOR ADVERTISEMENT PUBLISHING AT WWW.HAO123.COMJIAYUAN.COM International LTD • April 27th, 2011 • Services-computer processing & data preparation
Based on the principles of efficiency and promptness, with regard to matters related to Party A’s advertisement publishing on the website www.hao123.com, the parties hereby agree to the following terms.
AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Equity Pledge Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on January 25, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Shareholders’ Voting Rights Entrustment Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
RESTATED LOAN AGREEMENTLoan Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This RESTATED LOAN AGREEMENT RESTATEMENT (this “Agreement”) is entered into on January 25, 2011 in Shanghai by and among the following parties:
EXCLUSIVE EQUITY TRANSFER OPTION AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is made on February 17, 2011 in [Beijing], the People’s Republic of China (“China” or “PRC”) by and among the following parties:
LOAN AGREEMENTLoan Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD., a limited liability company established and existing under the laws of the PRC, with the registered address at Room 1701-9, No. 98 Songhu Road, Yangpu District, Shanghai
AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Shareholders’ Voting Rights Entrustment Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is made on January 25, 2011 in Shanghai, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
