DEPOSIT AGREEMENT by and among AUTONAVI HOLDINGS LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER...Deposit Agreement • August 17th, 2010 • AutoNavi Holdings LTD • Services-prepackaged software • New York
DEPOSIT AGREEMENT, dated as of June 30, 2010, by and among (i) AutoNavi Holdings Limited, a company incorporated in the Cayman Islands, with its principal executive office at 18/F, Daheng Scitech Mansion, South Section, No. 3 Suzhou Street, Haidian District, Beijing 100080, People’s Republic of China, and its successors (the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 9th, 2010 • AutoNavi Holdings LTD • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2010 by and between AutoNavi Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and the undersigned, a director and/or officer of the Company (“Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 9th, 2010 • AutoNavi Holdings LTD • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2010 by and between AutoNavi Holdings Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).
AGREEMENT AND PLAN OF MERGER among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and AUTONAVI HOLDINGS LIMITED Dated as of April 11, 2014Agreement and Plan of Merger • April 11th, 2014 • AutoNavi Holdings LTD • Services-prepackaged software • New York
AGREEMENT AND PLAN OF MERGER, dated as of April 11, 2014 (this “Agreement”), among Alibaba Investment Limited, a company with limited liability incorporated under the laws of the British Virgin Islands (“Parent”), Ali ET Investment Holding 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 AutoNavi Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”).
AUTONAVI HOLDINGS LIMITED 8,625,000 American Depositary Shares Representing 34,500,000 Ordinary Shares (par value $0.0001 per share) Form of Underwriting AgreementAutoNavi Holdings LTD • June 28th, 2010 • Services-prepackaged software • New York
The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be dated as of [ ], among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial owners from time to time of American Depositary Shares, evidenced by American Depositary Receipts issued thereunder. The ADSs will represent the right to receive the Ordinary Shares deposited pursuant to the Deposit Agreement.
BF—2005—0116 Contract No: Y1056372AutoNavi Holdings LTD • April 25th, 2012 • Services-prepackaged software
The commodity real property you intend to purchase is planned for office use for a tenure of fifty (50) years, the land covered by which is for comprehensive use (type of land). The seller shall construct and put on sale the real property in compliance with the conditions under the Construction Project Planning Permit issued by the competent authorities of planning administration, without making unauthorized alterations. In the course of using the real property, the buyer shall not change its intended use, main architectural structure or load-bearing structure without authorization.
Patent License AgreementPatent License Agreement • June 9th, 2010 • AutoNavi Holdings LTD
Operating AgreementOperating Agreement • June 9th, 2010 • AutoNavi Holdings LTD
INVESTOR’S RIGHTS AGREEMENT dated as of May 16, 2013 by and among AUTONAVI HOLDINGS LIMITED, the FOUNDERS named herein, the FOUNDER ENTITIES named herein, and ALI ET INVESTMENT HOLDING LIMITEDS Rights Agreement • April 23rd, 2014 • AutoNavi Holdings LTD • Services-prepackaged software • New York
THIS INVESTOR’S RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 16, 2013 by and among AutoNavi Holdings Limited, a Cayman Islands exempted limited liability company (the “Company”), each of the entities listed on Exhibit A hereto (collectively, the “Founder Entities” and each, a “Founder Entity”), each of the individuals listed on Exhibit B hereto (collectively, the “Founders” and each, a “Founder”), and Ali ET Investment Holding Limited, an exempted limited liability company organized under the laws of the Cayman Islands (the “Purchaser”). The Purchaser and the Founder Entities together are collectively referred to herein as the “Shareholders” and each individually as a “Shareholder.”
Software License Agreement Between Tianjin Samsung Telecom. Technology Co., Ltd. Huizhou Samsung Electronics Co., Ltd. And AutoNavi Information Technology Co., Ltd. On May 1, 2011AutoNavi Holdings LTD • April 26th, 2013 • Services-prepackaged software
Whereas the Parties wish to cooperate with each other on the license of the mobile software. Therefore, in accordance with Contract Law of the People’s Republic of China and other relevant laws and regulations, as well as based on the principles of equality, willingness, fairness and good-faith, upon friendly negotiations, the Parties hereby reach the following agreement in regards to the license of the mobile software:
Exclusive Purchase Option AgreementExclusive Purchase Option Agreement • June 9th, 2010 • AutoNavi Holdings LTD
This Exclusive Purchase Option Agreement (this “Agreement”) is entered into by the following parties in Beijing as of December 31, 2009:
PREMISES LEASE CONTRACTPremises Lease Contract • April 25th, 2012 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on the Administration of Urban Real Estate and other relevant laws and regulations, and on an equal and willing basis, Party A and Party B enter into this Contract upon consultation to specify the rights and obligations of Party A and Party B with respect to the lease of premises from Party A to Party B.
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • June 9th, 2010 • AutoNavi Holdings LTD
This Exclusive Technology Consulting and Service Agreement (this “Agreement”) is made and entered into in Beijing as of September 28, 2006 by and among:
Purchase Agreement for Building Property for Industrial Usage Located in “National Geographic Information Technology Industry Park”Purchase Agreement • April 26th, 2013 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with the Contract Law of the People’s Republic of China, the Urban Real Estate Administration Law of the People’s Republic of China, Beijing Administrative Measures on the Transfer of Real Estate, and other relevant laws and regulations, as well as based on the principles of equality, willingness and fairness, Party A and Party B herein reach the following agreement in regards to Party B’s purchase of the building property for industrial usage located in “National Geographic Information Technology Industry Park” (“Geographic Information Park”) which is constructed and developed by Party A:
Exclusive Purchase Option AgreementExclusive Purchase Option Agreement • June 9th, 2010 • AutoNavi Holdings LTD
This Exclusive Purchase Option Agreement (this “Agreement”) is entered into by the following parties in Beijing as of September 28, 2006:
INVESTMENT AGREEMENT dated as of May 10, 2013 by and between AUTONAVI HOLDINGS LIMITED and ALI ET INVESTMENT HOLDING LIMITEDInvestment Agreement • April 23rd, 2014 • AutoNavi Holdings LTD • Services-prepackaged software • New York
Joint Filing AgreementJoint Filing Agreement • February 7th, 2012 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of AutoNavi Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
LEASELease • June 9th, 2010 • AutoNavi Holdings LTD
In accordance with the Contract Law of the People’s Republic of China, the Law of the People’s Republic of China on the Administration of Real Estate in Cities and other relevant laws and regulations and in line with the principles of equality and voluntariness, Party A and Party B, through amicable negotiations, hereby agree to enter into this Lease to clarify their respective rights and obligations in respect of the lease of certain premises by Party A to Party B for its use.
VOTING AGREEMENT by and among ALIBABA INVESTMENT LIMITED, ALI ET INVESTMENT HOLDING LIMITED and the Shareholders listed on Schedule A hereto Dated as of April 11, 2014Voting Agreement • April 11th, 2014 • AutoNavi Holdings LTD • Services-prepackaged software • New York
Joint Filing AgreementJoint Filing Agreement • January 31st, 2013 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of AutoNavi Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • January 31st, 2013 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of AutoNavi Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
PREMISES LEASE CONTRACTPremises Lease Contract • April 23rd, 2014 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with the Contract Law of the People’s Republic of China , the Law of the People’s Republic of China on the Administration of Urban Real Estate and other relevant laws and regulations, and on an equal and willing basis, Party A and Party B enter into this Contract upon consultation to specify the rights and obligations of Party A and Party B with respect to the lease of premises from Party A to Party B.
AGREEMENT AND PLAN OF MERGER among AUTONAVI HOLDINGS LTD., AUTONAVI INVESTMENT LTD., AUTONAVI (USA) COMPANY, AUTONAVI ACQUISITION SUB COMPANY, ALOHAR MOBILE INC. and Jun Ye, as the Stockholder Representative Dated as of September 13, 2013Agreement and Plan of Merger • April 23rd, 2014 • AutoNavi Holdings LTD • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of September 13, 2013, among AutoNavi Holdings Limited, a Cayman Islands exempt company (“Parent”), AutoNavi Investment Ltd., a British Virgin Islands company limited by shares and wholly owned subsidiary of Parent (“Holdco Parent”), AutoNavi (USA) Company, a Delaware corporation and wholly owned subsidiary of Holdco Parent (“Holdco”, and together with Parent and Holdco Parent, the “Parent Companies”), AutoNavi Acquisition Sub Company, a Delaware corporation and wholly owned subsidiary of Holdco (“Sub”), Alohar Mobile Inc., a Delaware corporation (the “Company”) and Jun Ye, as representative of the Company Equityholders (the “Stockholder Representative”).
Joint Filing AgreementJoint Filing Agreement • February 11th, 2011 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of AutoNavi Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Joint Filing AgreementJoint Filing Agreement • February 7th, 2012 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of AutoNavi Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Equity Pledge AgreementEquity Pledge Agreement • June 9th, 2010 • AutoNavi Holdings LTD
Tang Xiyong: a Chinese citizen whose ID number is and address is at Room 502, Unit 1, Building 31, Bajiaobeili, Shijingshan District, Beijing
Equity Pledge AgreementEquity Pledge Agreement • June 9th, 2010 • AutoNavi Holdings LTD
Liu Dan: a Chinese citizen whose ID number is and address is at 75 Group 2, Shengwan Village, Yuxin Town, Tianmen City, Hubei Province;
Joint Filing AgreementJoint Filing Agreement • February 11th, 2011 • AutoNavi Holdings LTD • Services-prepackaged software
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.0001 per share, of AutoNavi Holdings Limited, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • June 9th, 2010 • AutoNavi Holdings LTD
This Exclusive Technology Consulting and Service Agreement (this “Agreement”) is made and entered into in Beijing as of December 31, 2009 by and among:
Know-how License AgreementKnow-How License Agreement • June 9th, 2010 • AutoNavi Holdings LTD
SHAREHOLDERS AGREEMENTShareholders Agreement • June 9th, 2010 • AutoNavi Holdings LTD • Hong Kong
THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2006 by and among AutoNavi Holdings Ltd., a Cayman Islands exempted limited liability company (the “Company”), each of the entities listed on Exhibit A hereto (collectively, the “Founder Entities” and each, a “Founder Entity”), each of the individuals listed on Exhibit B hereto (collectively, the “Founders” and each, a “Founder”), and each of the persons listed on Exhibit C hereto (collectively, the “Investors” and each, an “Investor”). The Investors and the Founders together are collectively the “Shareholders” and each, a “Shareholder”.
Domain Name License AgreementDomain Name License Agreement • June 9th, 2010 • AutoNavi Holdings LTD
Manufacturing Consignment Framework ContractAutoNavi Holdings LTD • June 9th, 2010
Considering that Alpine Electronics Inc. (“APN”) and Alpine Electronics (China) Co., Ltd. (“AOCH”) consign the manufacturing of a vehicle navigation instrument map master (the “Master”) which meets APN’s specifications to AutoNavi Software Co., Ltd. (“AutoNavi”), and after the successful manufacturing of the Master, AOCH will purchase from Beijing ADF Navigation Technology Co., Ltd. (“ADF”) vehicle navigation instrument map optical disks (the “Optical Disks”) produced on the basis of the Master for a long period of time, APN, AOCH, ADF and AutoNavi enter into this Manufacturing Consignment Framework Contract (this “Contract”) on August 1, 2005.
Know-how License AgreementKnow-How License Agreement • June 9th, 2010 • AutoNavi Holdings LTD
Operating AgreementOperating Agreement • June 9th, 2010 • AutoNavi Holdings LTD
