DEPOSIT AGREEMENTDeposit Agreement • March 30th, 2015 • Wowo LTD • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of [DATE], 2015, by and among (i) WOWO LIMITED, a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
WOWO LIMITED (a Cayman Islands holding company) American Depositary Shares Representing Ordinary Shares (par value US$0.00001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2015 • Wowo LTD • Services-computer processing & data preparation • New York
Wowo Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and the Principal Shareholder named herein, confirm their respective agreement with Axiom Capital Management, Inc. (“Axiom”) and each of the other underwriters named in Schedule A-1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Axiom is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of American Depositary Shares of the Company (“ADSs”), each representing 18 of the Company’s ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), as set forth in Schedule A-1 hereto; and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Se
Lock-Up AgreementLock-Up Agreement • March 30th, 2015 • Wowo LTD • Services-computer processing & data preparation • New York
