JUMIA TECHNOLOGIES AG AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • March 28th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses • New York
DEPOSIT AGREEMENT dated as of , 2019 among JUMIA TECHNOLOGIES AG, a stock corporation incorporated under the laws of the Federal Republic of Germany (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.
PRIVATE PLACEMENT AGREEMENT betweenPrivate Placement Agreement • March 28th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses
This Agreement shall terminate (i) at any time upon the written consent of both the Company and the New Investor, (ii) upon the withdrawal by the Company of the Registration Statement, or (iii) on 31 May 2019 if the Closing has not occurred.
FORM OF INFORMATION SHARING AGREEMENTForm of Information Sharing Agreement • March 28th, 2019 • Jumia Technologies AG • Retail-catalog & mail-order houses
This INFORMATION SHARING AGREEMENT (the “Agreement”), is entered into with effect from the date that the Shareholders’ Agreement (as defined below) terminates (the “Effective Date”) (as contemplated in Clause 1 below) by and among:
American Depositary Shares Representing an Aggregate of Ordinary Shares JUMIA TECHNOLOGIES AG AMERICAN DEPOSITARY SHARES, EACH REPRESENTING [●] ORDINARY SHARES, NO PAR VALUE UNDERWRITING AGREEMENTJumia Technologies AG • March 28th, 2019 • Retail-catalog & mail-order houses • New York
This letter is being delivered to you in connection with the offering by Jumia Technologies AG, a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the local court (Amtsgericht) in Berlin, Germany, under number [●] (the “Company”) of [●] American Depositary Shares, representing an aggregate of [●] ordinary bearer shares with no par value (the “Stock”), of the Company and the lock-up letter dated , 20 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 20 , with respect to shares of Stock (the “Shares”).
