Boqii Holding LTD Sample Contracts

AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement
Deposit Agreement • September 22nd, 2020 • Boqii Holding LTD • Retail-retail stores, nec • New York

DEPOSIT AGREEMENT dated as of , 2020 among BOQII HOLDING LIMITED, a company incorporated under the laws of the Cayman Islands (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.

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FORM OF SECURITIES PURCHASE AGREEMENT
Form of Securities Purchase Agreement • September 11th, 2023 • Boqii Holding LTD • Retail-retail stores, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 8, 2023 (this “Agreement”), by and between Boqii Holding Limited, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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FORM OF INDEMNIFICATION AGREEMENT BOQII HOLDING LIMITED
Form of Indemnification Agreement • September 8th, 2020 • Boqii Holding LTD • Retail-retail stores, nec • Hong Kong

This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2020, by and between Boqii Holding Limited, an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 31st, 2023 • Boqii Holding LTD • Retail-retail stores, nec • New York

This Securities Purchase Agreement is entered into effective as July 28, 2023 (this “Agreement”), by and between Boqii Holding Limited, a Cayman Islands exempted company (the “Company”), and VG Master Fund SPC, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Investor”).

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Equity Pledge Agreement
Equity Pledge Agreement • July 27th, 2022 • Boqii Holding LTD • Retail-retail stores, nec

This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was executed by and among the following parties on June 2021:

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Intellectual Property License Agreement
Intellectual Property License Agreement • July 27th, 2022 • Boqii Holding LTD • Retail-retail stores, nec

This Intellectual Property License Agreement (hereinafter referred to as the “Agreement”) was entered into by and between the following two parties on June 2021 in Shanghai, the PRC.

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Exclusive Technical Consulting and Service Agreement
Consulting and Service Agreement • July 27th, 2022 • Boqii Holding LTD • Retail-retail stores, nec

The Exclusive Technical Consulting and Service Agreement (hereinafter referred to as the “Agreement”) was entered into by and between the parties hereunder in Shanghai, the People’s Republic of China (hereinafter referred to as “PRC”) on June 2021:

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Equity Pledge Agreement on Guang Cheng (Shanghai) Information Technology Co., Ltd. between Shanghai Che Lin Information Technology Center (Limited Partnership) and Xin Cheng (Shanghai) Information Technology Co., Ltd.
Equity Pledge Agreement • July 25th, 2023 • Boqii Holding LTD • Retail-retail stores, nec

This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) was executed by and among the following parties on 25 September 2022:

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Shareholders’ Voting Rights Proxy Agreement
Shareholders’ Voting Rights Proxy Agreement • July 27th, 2022 • Boqii Holding LTD • Retail-retail stores, nec

The Shareholders’ Voting Rights Proxy Agreement (hereinafter referred to as the “Agreement”) is entered into by the following parties on June 2021:

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Exclusive Call Option Agreement
Exclusive Call Option Agreement • July 27th, 2022 • Boqii Holding LTD • Retail-retail stores, nec

This Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was entered into between the following parties on June 2021:

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Loan Agreement between Shareholders Set Out in Annex I and Xincheng (Shanghai) Information Technology Co., Ltd.
Loan Agreement • September 8th, 2020 • Boqii Holding LTD • Retail-retail stores, nec

This Loan Agreement (hereinafter referred to as the “Agreement”) was entered into by and between the following two parties on 4 August 2020 in Shanghai, the PRC:

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Loan Agreement
Loan Agreement • August 13th, 2020 • Boqii Holding LTD • Retail-retail stores, nec

This Loan Agreement (hereinafter referred to as the “Agreement”) was entered into by and between the following two parties on 26 September 2019 in Nanjing, the PRC:

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Boqii Holding Limited (the “Company”) FORM OF PROXY FOR SHAREHOLDERS
Boqii Holding LTD • August 4th, 2023 • Retail-retail stores, nec

or failing him/her the duly appointed chairperson of the EGM (the “Chairperson”) as my/our proxy to vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (the “EGM”) to be held on 11TH day of September 2023 at 3:00 pm Beijing time at the offices of Building 9, No. 388, Shengrong Road, Pudong New District, Shanghai, People’s Republic of China, 201210 and at any adjournment of the EGM. My proxy is instructed to vote on a poll or on a show of hands on the resolutions in respect of the matters specified in the Notice of the EGM as indicated below:

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7,000,000 American Depository Shares Representing 5,250,000 Class A Ordinary Shares, Par Value US$0.001 Per Share BOQII HOLDING LIMITED UNDERWRITING AGREEMENT
Underwriting Agreement • September 24th, 2020 • Boqii Holding LTD • Retail-retail stores, nec • New York

Boqii Holding Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Roth Capital Partners, LLC is acting as the representative (the “Representative”), 7,000,000 American depositary shares (“ADSs”), each ADS representing 0.75 class A ordinary shares, par value US$0.001 per share, of the Company (the “Class A Ordinary Shares,” together with the Class B ordinary shares of the Company, the “Ordinary Shares”) (such 7,000,000 ADSs to be sold by the Company are collectively hereafter referred to as the “Firm Securities”). The Company proposes to sell to the several Underwriters not more than an additional 1,050,000 ADSs representing 787,500 Class A Ordinary Shares (such 1,050,000 additional ADSs being sold by the Company are hereafter collectively referred to as the “Optional Securities”) if and to the extent that Roth Capital Partn

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TENTH AMENDED AND RESTATED WARRANT HOLDERS AND SHAREHOLDERS AGREEMENT
Joinder Agreement • September 8th, 2020 • Boqii Holding LTD • Retail-retail stores, nec • New York

This TENTH AMENDED AND RESTATED WARRANT HOLDERS AND SHAREHOLDERS AGREEMENT (this “Agreement”) is entered into on August 19, 2020 (the “Effective Date”), by and among

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Exclusive Call Option Agreement on Guangcheng (Shanghai) Information Technology Co., Ltd between Shareholders set out in Annex I and Xincheng (Shanghai) Information Technology Co., Ltd.
Exclusive Call Option Agreement • September 8th, 2020 • Boqii Holding LTD • Retail-retail stores, nec

This Exclusive Call Option Agreement (hereinafter referred to as the “Agreement”) was entered into between the following parties on 4 August 2020:

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Letter of Confirmation
Boqii Holding LTD • August 13th, 2020 • Retail-retail stores, nec
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Shareholders’ Voting Rights Proxy Agreement of Guangcheng (Shanghai) Information Technology Co., Ltd. between Shareholders Listed in Annex I and Xincheng (Shanghai) Information Technology Co., Ltd.
Rights Proxy Agreement • August 13th, 2020 • Boqii Holding LTD • Retail-retail stores, nec

The Shareholders’ Voting Rights Proxy Agreement (hereinafter referred to as the “Agreement”) is entered into by the following parties on 4 August 2020:

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FORM OF EMPLOYMENT AGREEMENT
Form of Employment Agreement • September 8th, 2020 • Boqii Holding LTD • Retail-retail stores, nec • Hong Kong

This Employment Agreement (the “Agreement”), dated as of (the “Effective Date”), is entered between Boqii Holding Limited, an exempted company with limited liability under the laws of the Cayman Islands (the “Company”) and (the “Executive”).

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AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 16th, 2023 • Boqii Holding LTD • Retail-retail stores, nec
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Letter of Confirmation
Boqii Holding LTD • August 13th, 2020 • Retail-retail stores, nec
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