0001047469-15-000132 Sample Contracts

Amended and Restated Exclusive Consulting and Service Agreement
Consulting and Service Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation

This Amended and Restated Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (the “PRC”) on August 6th, 2014 by and between the following Parties:

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WORKING CAPITAL PROVISION AGREEMENT
Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation

Maodong Xu and WOWO LIMITED shall hereinafter be collectively referred to as the “Parties” and individually referred to as one “Party”.

AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENT
Exclusive Call Option Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation

This Exclusive Call Option Agreement (this “Agreement”) is entered into as of August 6th, 2014 in Beijing, People’s Republic of China (“PRC”) by and between the following Parties:

Amended and Restated Equity Pledge Agreement
Equity Pledge Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”), on August 6th, 2014 by and between the following Parties:

Debt-to-Equity Conversion Agreement
Wowo LTD • January 9th, 2015 • Services-computer processing & data preparation
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Amended and Restated Shareholders Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation

A Board meeting is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than three (3) directors, which shall include the CDH Director. Notwithstanding the foregoing, if within three (3) hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place and, if at the adjourned meeting a quorum is not present within three (3) hours from the time appointed for the meeting, any three (3) directors present shall be a quorum.

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