1,850,000] CLASS A ORDINARY SHARES ICLICK INTERACTIVE ASIA GROUP LIMITED CLASS A ORDINARY SHARES, PAR VALUE US$0.001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • December 19th, 2017 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
iClick Interactive Asia Group Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [1,875,000] Class A ordinary shares, par value US$0.001 per share, of the Company (the “Firm Shares”) in the form of [3,750,000] American Depositary Shares (as defined below).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 20th, 2017 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
This Indemnification Agreement (the “Agreement”) is entered into as of by and between iClick Interactive Asia Group Limited, a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER by and among TSH INVESTMENT HOLDING LIMITED, TSH MERGER SUB LIMITED and ICLICK INTERACTIVE ASIA GROUP LIMITED Dated as of November 24, 2023Agreement and Plan of Merger • November 24th, 2023 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 24, 2023, is entered into by and among TSH Investment Holding Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Parent”), TSH Merger Sub Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and a wholly owned Subsidiary of Parent (“Merger Sub”), and iClick Interactive Asia Group Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Unless otherwise indicated or elsewhere defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
Page 1. Certain Definitions 1 2. Form of ADRs 2 3. Deposit of Shares 3 4. Issue of ADR 3 5. Distributions on Deposited Securities 3 6. Withdrawal of Deposited Securities 4 7. Substitution of ADRs 4 8. Cancellation and Destruction of ADRs 4 9. The...Deposit Agreement • June 12th, 2018 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
DEPOSIT AGREEMENT, dated as of December 21, 2017 (the “Deposit Agreement”), among iClick Interactive Asia Group Limited and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of American Depositary Receipts issued hereunder (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing deposited Shares (as defined below). The Company hereby appoints the Depositary as depositary for the Deposited Securities and hereby authorizes and directs the Depositary to act in accordance with the terms set forth in this Deposit Agreement. All capitalized terms used herein have the meanings ascribed to them in Section 1 or elsewhere in this Deposit Agreement. The parties hereto agree as follows:
CONVERTIBLE NOTE PURCHASE AGREEMENT by and among ICLICK INTERACTIVE ASIA GROUP LIMITED and LIM ASIA MULTI-STRATEGY FUND INC. Dated as of September 10, 2018Convertible Note Purchase Agreement • April 25th, 2019 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
WHEREAS, the Company desires to issue, sell and deliver to the Purchaser, and the Purchaser desires to purchase from the Company, the Note (as defined below) pursuant to the terms and subject to the conditions of this Agreement;
Strategic Cooperation Framework Agreement Between Baozun Inc. AndCooperation Framework Agreement • May 2nd, 2022 • iClick Interactive Asia Group LTD • Services-prepackaged software • Hong Kong
(1)Baozun Inc., a Cayman Islands exempted company (together with its consolidated subsidiaries and variable interest entity and its subsidiaries, “Baozun”); and
Third Amended and Restated Exclusive Option AgreementExclusive Option Agreement • May 2nd, 2022 • iClick Interactive Asia Group LTD • Services-prepackaged software
This Third Amended and Restated Exclusive Option Agreement (hereinafter referred to as “this Agreement”) is made by the Parties below on November 1, 2021 in Beijing, the People’s Republic of China (“China”):
Agreement of Cooperation on Tencent Advertising Services between Service Provider and TencentiClick Interactive Asia Group LTD • April 25th, 2019 • Services-prepackaged software
Party A is an entity incorporated and operated according to law and wishes to apply to become a service provider of Tencent Advertising Service Platform legally operated by Party B and to promote Tencent Advertising services. Party B agrees to accept Party A’s application. The Parties enter into the following agreement upon consensus through negotiation:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2022 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
REGISTRATION RIGHTS AGREEMENT, dated as of January 26, 2021 (this “Agreement”), by and between iClick Interactive Asia Group Limited, a Cayman Islands exempted company (the “Company”), and Baozun Inc., a Cayman Islands exempted company (the “Investor”).
iClick Interactive Asia Group Limited (an exempted company incorporated with limited liability under the laws of the Cayman Islands) 8,500,001 American Depositary Shares Representing 4,250,000.5 Class A Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2020 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
The Shares to be represented by ADSs are or will be deposited pursuant to a deposit agreement, dated as of December 21, 2017, by and among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADSs (the “Deposit Agreement”). Each ADS will initially represent the right to receive one-half of a Class A Ordinary Share deposited pursuant to the Deposit Agreement.
Second Amended and Restated Equity Pledge ContractEquity Pledge Contract • October 20th, 2017 • iClick Interactive Asia Group LTD • Services-prepackaged software
This second amended and restated equity pledge contract (the “Contract”) is made by the following parties in Beijing on May 26, 2017.
Tencent Advertising Agency Agreement for 2017iClick Interactive Asia Group LTD • October 20th, 2017 • Services-prepackaged software
Through friendly negotiation, Party A agrees to appoint Party B to act as its advertising agent with respect to the advertising business of Tencent (excluding the advertising business of local websites and franchisee websites of real estate), and both parties agree as follows in respect of their cooperation:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • July 13th, 2017 • iClick Interactive Asia Group LTD • Services-prepackaged software
This Exclusive Business Cooperation Agreement (hereinafter referred to as “this Agreement”) was entered into by and between the parties below on January 16, 2015 in the People’s Republic of China (“China”):
Tencent Advertising Placement Contract for 2017iClick Interactive Asia Group LTD • October 20th, 2017 • Services-prepackaged software
Party A is an entity duly registered and legally operated, who desires to be admitted as a service provider of Tencent social advertising platform operated by Party B according to law, and promote Tencent Social Advertising Services to the advertisers introduced by Party A. Party B agrees to accept Party A’s application. Both parties enter into the following agreement upon negotiation.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 21st, 2020 • iClick Interactive Asia Group LTD • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 22, 2020 by and among iClick Interactive Asia Group Limited, a company incorporated in the Cayman Islands (the “Company”), and the “Purchasers” named in the Subscription Agreements dated June 16, 2020 by and among the Company and the Purchasers named therein (the “Subscription Agreements”). A list of such Purchasers are set out in Annex A hereof. Capitalized terms used herein have the respective meanings ascribed thereto in the Subscription Agreements unless otherwise defined herein.
Third Amended and Restated Equity Pledge AgreementEquity Pledge Agreement • May 2nd, 2022 • iClick Interactive Asia Group LTD • Services-prepackaged software
This Third Amended and Restated Equity Pledge Agreement (the “Contract”) is made by the following parties in Beijing on November 1, 2021.
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • May 2nd, 2022 • iClick Interactive Asia Group LTD • Services-prepackaged software
This Exclusive Business Cooperation Agreement (hereinafter referred to as “this Agreement”) is entered into by and between the parties below on November 1, 2021 in the People’s Republic of China (“China”):
FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OPTIMIX MEDIA ASIA LIMITEDFourth Amended and Restated Shareholders Agreement • October 20th, 2017 • iClick Interactive Asia Group LTD • Services-prepackaged software • Hong Kong
THIS FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into as of December 28, 2016, by and among the following parties:
SERIES E SHARE SUBSCRIPTION AGREEMENT OPTIMIX MEDIA ASIA LIMITEDShare Subscription Agreement • July 13th, 2017 • iClick Interactive Asia Group LTD • Services-prepackaged software • Hong Kong
THIS SERIES E SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of December 19, 2016, by and among Optimix Media Asia Limited, a company duly incorporated and existing under the Laws of the Cayman Islands (the “Company”), Mr. Hsieh, Wing Hong Sammy, a Hong Kong S.A.R. citizen whose ID No. is K096776(9) (“Founder 1”), Mr. Ng, Yau Ping, a Hong Kong S.A.R. citizen whose ID No. is V029871(9) (“Founder 2” and, together with Founder 1, the “Founders”, and each, a “Founder”), and Shenwan Hongyuan Goldspring Fund I, (the “Investor”, together with the Company and the Founders, the “Parties”, and each, a “Party”).
Baidu Distributor Cooperation ContractiClick Interactive Asia Group LTD • April 20th, 2018 • Services-prepackaged software
Party A is an information service provider duly established who provides network information services. Party B is a company duly established and validly existing and owns a good service system. Upon entrustment of the promotion clients (hereinafter referred to as the “Clients”), Party B needs the promotion services provided by Party A. With respect to relevant matters regarding Party B’s releases and promotions on Party A’s website (including Party A’s website and websites of Party A’s affiliates, pages or interfaces of Party A’ allied members, hereinafter referred to as the “Baidu Websites”), upon entrustment of the Clients, Party A and Party B, through friendly consultation, reach the following agreement and enter into this Contract in accordance with the principles of mutual benefit and joint development.
