Standard Contracts
NASPERS LIMITED and THE BANK OF NEW YORK As Depositary and OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS Deposit Agreement Dated as of November 5, 2002Deposit Agreement • June 8th, 2007 • Naspers LTD • Services-advertising • New York
Exhibit A to Deposit AgreementDeposit Agreement • June 8th, 2007 • Naspers LTD • Services-advertising
Upon effectiveness of the termination of the Issuer's reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 12h-6(a), the Issuer will be exempt from the reporting obligations of the Exchange Act under Rule 12g3-2(b) thereunder and will satisfy its obligation to furnish to the SEC the documents required under Rule 12g3-2(b) by posting them on the Issuer's internet web site or through an electronic information delivery system generally available to the public in the Issuer's primary trading market.
TRANSACTION AGREEMENT Among MIH INTERNET SEA PRIVATE LIMITED, MAKEMYTRIP LIMITED And solely for the purposes of Article XIII, MIH B2C HOLDINGS B.V. Dated as of October 18, 2016Transaction Agreement • February 7th, 2017 • Naspers LTD • Services-advertising • New York
This TRANSACTION AGREEMENT, dated as of October 18, 2016 (this “Agreement”), is among MIH INTERNET SEA PRIVATE LIMITED, a limited liability company organized under the laws of Singapore (“Indigo Parent”), MAKEMYTRIP LIMITED, a limited liability company organized under the laws of Mauritius (“Monsoon”), and solely for the purposes of Article XIII, MIH B2C HOLDINGS B.V., a private limited liability company organized under the laws of The Netherlands (“Indigo Guarantor”).
GUARANTEE AGREEMENTGuarantee Agreement • April 26th, 2019 • Naspers LTD • Services-advertising • New York
This GUARANTEE AGREEMENT (this “Agreement”), dated as of April 26, 2019, is made by and among MAKEMYTRIP LIMITED, a limited liability company organized under the laws of Mauritius, with its registered offices at 19th Floor, Building No. 5, DLF Cyber City, Gurugram, 122002, India (the “Company”), MIH INTERNET SEA PTE. LTD., a limited liability company organized under the laws of Singapore, with its registered office at 1 Scotts Road #21-07, Shaw Centre, Singapore 228208 (“Indigo Parent”) and MIH B2C HOLDINGS B.V., a limited liability company organized under the laws of the Netherlands, with its registered office at Taurusavenue 105, 2132LS, Hoofddorp, The Netherlands (the “Guarantor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement (as defined below).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 26th, 2019 • Naspers LTD • Services-advertising • New York
SHARE PURCHASE AGREEMENT dated as of April 26, 2019 (this “Agreement”), by and among MIH INTERNET SEA PRIVATE LIMITED, a limited liability company organized under the laws of Singapore (the “Seller”), MIH B2C HOLDINGS B.V., a private limited liability company organized under the laws of The Netherlands (the “Seller Guarantor”) and CTRIP.COM INTERNATIONAL, LTD., a company incorporated in the Cayman Islands (the “Purchaser”).
REGISTRATION RIGHTS AGREEMENT among MIH INTERNET SEA PTE. LTD., TRAVOGUE ELECTRONIC TRAVEL PRIVATE LIMITED, MR. DEEP KALRA, MR. KEYUR JOSHI, CTRIP.COM INTERNATIONAL, LTD. SB ASIA INVESTMENT FUND II L.P. AND MAKEMYTRIP LIMITED Dated as of October 18, 2016Registration Rights Agreement • February 7th, 2017 • Naspers LTD • Services-advertising • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 18, 2016 and effective as of the Effective Time (as defined below), among MIH INTERNET SEA PTE. LTD., a limited liability company organized under the laws of Singapore (“Indigo Parent”), TRAVOGUE ELECTRONIC TRAVEL PRIVATE LIMITED, a company incorporated under the Indian Companies Act, 1956, as amended, and having its registered office C 210, Second Floor, Sarvodaya Enclave, New Delhi, 110 017, India, MR. DEEP KALRA, a citizen and resident of the Republic of India residing at J-6/11A, DLF Phase II, Gurgaon, Haryana, India, MR. KEYUR JOSHI, a citizen and resident of the Republic of India residing at E-10A, 11 Floor, Kailash Colony, New Delhi – 110 048, India, CTRIP.COM INTERNATIONAL, LTD., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Ctrip”), SB ASIA INVESTMENT FUND II L.P., a fund incorporated under the laws of the Cayman Islands (“SAIF”) and MAKEMYTRIP LIMITED, a limi
STRATEGIC SUPPORT AGREEMENT Between MIH VENTURES B.V. and CHURCHILL CAPITAL CORP II Dated as of October 12, 2020Strategic Support Agreement • June 14th, 2021 • Naspers LTD • Services-advertising
This STRATEGIC SUPPORT AGREEMENT (together with the attachments hereto and as the same and this Agreement may be amended from time to time in accordance with its terms, this “Agreement”) dated October 12, 2020, by and between MIH Ventures B.V., a limited liability company incorporated under the laws of the Netherlands (“Service Provider”) and Churchill Capital Corp II, a Delaware corporation (“Service Recipient”). Service Provider and Service Recipient are referred to herein individually as a “party” and collectively as the “parties”. Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Subscription Agreement (as defined below).
MAKEMYTRIP LIMITED Terms of Issue of Class B SharesTerms of Issue of Class B Shares • February 7th, 2017 • Naspers LTD • Services-advertising
SUBSCRIPTION AGREEMENTSubscription Agreement • June 14th, 2021 • Naspers LTD • Services-advertising • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 12th day of October, 2020, by and among Churchill Capital Corp II, a Delaware corporation (the “Issuer”), the undersigned (“Subscriber” or “you”) and, solely with respect to Section 12 and Section 19, Churchill Sponsor II, LLC (“Sponsor”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Study Merger Agreement (as defined below).
AMENDMENT NO. 1 TO THE TRANSACTION AGREEMENTTransaction Agreement • February 7th, 2017 • Naspers LTD • Services-advertising • New York
This Amendment No. 1 (this “Amendment”) to the Transaction Agreement, dated as of October 18, 2016 (as amended, modified and supplemented hereby, the “Transaction Agreement”), by and among MIH INTERNET SEA PRIVATE LIMITED (“Indigo Parent”), MAKEMYTRIP LIMITED (“Monsoon”) and, solely for the purposes of Article XIII thereof, MIH B2C HOLDINGS B.V. (“Indigo Guarantor”), is entered into as of January 13, 2017 between Indigo Parent, Monsoon and Indigo Guarantor. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement.
THE BANK OF NEW YORKDeposit Agreement • August 23rd, 2005 • Naspers LTD • Services-advertising
Deposit Agreement dated as of November 5, 2002 (the "Deposit Agreement") by and among Naspers Limited, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
SUBSCRIPTION AGREEMENT dated as of May 5, 2006 among ABRIL S.A. and MIH (UBC) HOLDINGS BV ROBERTO CIVITA and GIANCARLO F. CIVITASubscription Agreement • September 29th, 2006 • Naspers LTD • Services-advertising
SUBSCRIPTION AGREEMENT (this “Agreement”) dated May 5, 2006, among Abril S.A., a company (sociedade por ações) organized under the laws of the Federative Republic of Brazil, with head offices in the City of São Paulo, State of São Paulo, at Av. das Nações Unidas, 7221, 25th floor, Sector A, enrolled with the Legal Entities Taxpayers’ Registry (CNPJ/MF) under No. 03.788.716/0001-93, herein represented in accordance with its corporate documents (the “Company”), and MIH (UBC) Holdings BV, a company organized under the laws of the Netherlands, with head offices at 13-15 Jupiterstraat, HC 2132 Hoofddorp, the Netherlands, herein represented in accordance with its corporate documents (“MIH”), Mr. Roberto Civita, Brazilian citizen, married, publisher, bearer of the Identity Card RG No. 1.666.785, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 006.890.178-04, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Av. das Nações Unidas, 7221, 24
CONFIRMATION: RE-APPOINTMENT AS DIRECTOR AND NON-EXECUTIVE CHAIRPERSON (THIS IS A FREE TRANSLATION OF THE AFRIKAANS VERSION OF THE EXECUTED AGREEMENT. THE AFRIKAANS VERSION IS ACCORDINGLY THE DEFINITIVE VERSION AND WILL PREVAIL IN THE EVENT OF A...Confirmation of Appointment • November 1st, 2002 • Naspers LTD
We herewith confirm your re-appointment as director and non-executive chairperson of Naspers Limited and certain of its subsidiaries.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 5th, 2019 • Naspers LTD • Services-advertising • New York
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:
STOCK PURCHASE AGREEMENT dated as of May 5, 2006 among MIH BRAZIL PARTICIPAÇÕES LTDA. BRAZIL APRIL LLC and BRAZIL MAY LLCStock Purchase Agreement • September 29th, 2006 • Naspers LTD • Services-advertising
STOCK PURCHASE AGREEMENT (this “Agreement”) dated May 5, 2006 between, on one side, MIH Brazil Participações Ltda., a company organized under the laws of the Federative Republic of Brazil, with head offices in the city of São Paulo, State of São Paulo, at Al. Joaquim Eugênio de Lima, 447, 6th floor, room 9, enrolled before the Legal Entities Taxpayers’ Registry (CNPJ) under No. 07.921.963/0001-77, herein represented in accordance with its corporate documents (“MIH” or the “Buyer”), and, on the other side, BRAZIL APRIL LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, with head offices at 135 South State College Blvd, Brea, California, United States of America, enrolled before the Legal Entities Taxpayers’ Registry (CNPJ) under No. 06.300.168/0001-07, herein represented in accordance its corporate documents, and BRAZIL MAY LLC, a limited liability company organized and existing under the laws of the State of Delawa
Court hearing to sanction the schemes (at 10:00 or as soon Tuesday 16 March thereafter as Counsel may be heard in the High Court of South Africa (Witwatersrand Local Division)) Publish results of Court hearings on SENS Tuesday 16 March Publish results...Scheme of Arrangement • March 5th, 2004 • Naspers LTD • Services-advertising
Agreement of Joint FilingJoint Filing Agreement • April 6th, 2022 • Naspers LTD • Services-advertising
The undersigned hereby agree that a single Schedule 13D (or any amendment thereto) relating to the Class A Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13D.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2021 • Naspers LTD • Services-advertising • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 12, 2020, is made and entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Churchill”), Software Luxembourg Holding S.A., a public limited liability company (société anonyme), incorporated and organized under the laws of the Grand Duchy of Luxembourg, having its registered office at 48, Boulevard Grand-Duchesse Charlotte, L-1330 Luxembourg, Grand Duchy of Luxembourg, and registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés, Luxembourg) under number B246188 (“Legacy Skillsoft”), Churchill Sponsor II LLC, a Delaware limited liability company (the “Sponsor” and, together with the undersigned parties under Holder on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement, a “Holder” and collectively the “Holders”).
REGISTRATION RIGHTS JOINDER AGREEMENTRegistration Rights Joinder Agreement • June 14th, 2021 • Naspers LTD • Services-advertising • Delaware
This REGISTRATION RIGHTS JOINDER AGREEMENT, dated as of June 11, 2021, is made and entered into by and between Churchill Capital Corp II, a Delaware corporation (the “Company”) and MIH Learning B.V., a private limited liability company organized under the laws of The Netherlands (the “Joining Party”).
COOPERATION AGREEMENT by and between Ctrip.com International, Ltd. MIH Internet SEA Private Limited and Myriad International Holdings B.V. Dated as of August 30, 2019Cooperation Agreement • September 5th, 2019 • Naspers LTD • Services-advertising • New York
This COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of August 30, 2019 by and among Ctrip.com International, Ltd., a company incorporated in the Cayman Islands (the “Company”), MIH Internet SEA Private Limited, a limited liability company organized under the laws of Singapore (the “Shareholder”) and Myriad International Holdings B.V., a company organized under the laws of the Netherlands.
STOCK PURCHASE AGREEMENT dated as of May 5, 2006 among MIH (UBC) HOLDINGS BV ROBERTO CIVITA, GIANCARLO FRANCESCO CIVITA, VICTOR CIVITA and ROBERTA ANAMARIA CIVITAStock Purchase Agreement • September 29th, 2006 • Naspers LTD • Services-advertising
STOCK PURCHASE AGREEMENT (this “Agreement”) dated May 5, 2006 between, on one side, MIH (UBC) Holdings BV, a company organized under the laws of the Netherlands, with head offices at 13-15 Jupiterstraat, HC 2132 Hoofddorp, the Netherlands, herein represented in accordance with its corporate documents (“MIH” or the “Buyer”), and, in the other side, Mr. Roberto Civita, Brazilian citizen, married, publisher, bearer of the Identity Card RG No. 1.666.785, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 006.890.178-04, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Av. das Nações Unidas, 7221, 24th floor, Mr. Giancarlo Francesco Civita, Brazilian citizen, married, bachelor in social communication, bearer of the Identity Card RG No. 6.167.806-5, enrolled with the Individual Taxpayers’ Registry (CPF/MF) under No. 040.666.108-11, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Av. das Nações Unidas, 7
