o ] SHARES 51JOB, INC.51job, Inc. • September 13th, 2004 • Services-employment agencies • New York
EXHIBIT 10.11 COOPERATION AGREEMENTCooperation Agreement • July 7th, 2004 • 51job, Inc.
Deposit Agreement Dated as of [DATE] , 2004Deposit Agreement • July 9th, 2004 • 51job, Inc. • Services-employment agencies • New York
DEPOSIT AGREEMENT dated as of [DATE] , 2004 (the "Deposit Agreement") among 51JOB, INC. and its successors (the "Company"), JPMORGAN CHASE BANK, 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 (defined below). The parties hereto agree as follows:
EXHIBIT 10.13 CALL OPTION AGREEMENTCall Option Agreement • July 7th, 2004 • 51job, Inc.
RECITALSIndemnification Agreement • July 7th, 2004 • 51job, Inc. • Delaware
BUILDING LEASE51job, Inc. • June 29th, 2006 • Services-employment agencies
AGREEMENT AND PLAN OF MERGER betweenAgreement and Plan of Merger • June 22nd, 2021 • 51job, Inc. • Services-employment agencies • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 21, 2021 (this “Agreement”), between Garnet Faith Limited, an exempted company with limited liability incorporated under the Law of the Cayman Islands (“Merger Sub”), and 51job, Inc., an exempted company with limited liability incorporated under the Law of the Cayman Islands and having its registered office at Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman KY1-1104, Cayman Islands (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in Section 9.03 hereof.
EXHIBIT 10.9 EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • July 7th, 2004 • 51job, Inc.
EXHIBIT 10.12 DOMAIN NAME LICENSE AGREEMENTDomain Name License Agreement • July 7th, 2004 • 51job, Inc.
Exhibit 4.4 BUILDING LEASE51job, Inc. • June 29th, 2006 • Services-employment agencies
AMENDED AND RESTATED LIMITED GUARANTEELimited Guarantee • March 7th, 2022 • 51job, Inc. • Services-employment agencies • New York
This AMENDED AND RESTATED LIMITED GUARANTEE, dated as of March 1, 2022 (this “Limited Guarantee”), by DCP Capital Partners II, L.P. (the “Guarantor”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”), amends and restates in its entirety that certain Limited Guarantee dated as of June 21, 2021, by the Guarantor in favor of the Guaranteed Party (the “Initial Limited Guarantee”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
51JOB, INC. AND THE BANK OF NEW YORK MELLON, as Trustee INDENTURE Dated as of April 9, 2014 3.25% Convertible Senior Notes due 2019And • April 17th, 2015 • 51job, Inc. • Services-employment agencies • New York
INDENTURE dated as of April 9, 2014 between 51JOB, INC., a Cayman Islands exempted company, as issuer (the “Company”, as more fully set forth in Section 1.01) and THE BANK OF NEW YORK MELLON, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
EXHIBIT 10.5 FORM OF INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this "Agreement") is made as of June 5, 2000, among 51job, Inc. (fka 51net.com Cayman Islands Inc.), a Cayman Islands corporation (the "Company"), each of the investors...Investor Rights Agreement • July 7th, 2004 • 51job, Inc. • Delaware
EXHIBIT 10.14 EQUITY INTEREST TRANSFER AGREEMENT This Equity Interest Transfer Agreement ("AGREEMENT") is made and entered into as of April 5, 2004 by and between: 51NET.COM, INC. ("TRANSFEROR"), a company organized under the laws of the British...Equity Interest Transfer Agreement • July 7th, 2004 • 51job, Inc.
Equity Pledge AgreementEquity Pledge Agreement • March 30th, 2018 • 51job, Inc. • Services-employment agencies
This Equity Pledge Agreement (hereinafter “Agreement”) has been executed by and among the following parties on September 4, 2017 in Beijing, the People’s Republic of China (hereinafter “PRC”):
EQUITY COMMITMENT LETTER June 21, 2021Merger Agreement • July 6th, 2021 • 51job, Inc. • Services-employment agencies • New York
This letter agreement is being delivered by and sets forth the commitment of Ocean Link Partners II, L.P. (the “Sponsor”), on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), between 51job, Inc. (the “Company”) and Merger Sub, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger. Concurrently with the delivery of this letter agreement, RY Holdings Inc., RY Elevate Inc., 51 Elevate Limited and DCP Capital Partners II, L.P. (each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreemen
AMENDED AND RESTATED EQUITY COMMITMENT LETTER March 1, 202251job, Inc. • March 7th, 2022 • Services-employment agencies • New York
This Amended and Restated Equity Commitment Letter (this “letter agreement”), which amends and restates in its entirety that certain Equity Commitment Letter (the “Initial Equity Commitment Letter”), dated as of June 21, 2021, from Ocean Link Partners II, L.P. (the “Sponsor”), is being delivered by and sets forth the commitment of the Sponsor, on the terms and subject to the conditions contained herein, to purchase, directly or indirectly, certain equity interests of Garnet Faith Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Merger Sub”). It is contemplated that, pursuant to that certain Agreement and Plan of Merger, dated as of June 21, 2021 (as amended, restated, supplemented or otherwise modified from time to time, including as amended by that certain Amendment No.1 to Agreement and Plan of Merger, dated as of the date of this letter agreement, the “Merger Agreement”), between 51job, Inc. (the “Company”) and Merger Sub, Merge
LIMITED GUARANTEELimited Guarantee • July 6th, 2021 • 51job, Inc. • Services-employment agencies • New York
LIMITED GUARANTEE, dated as of June 21, 2021 (this “Limited Guarantee”), by Ocean Link Partners II, L.P. (the “Guarantor”), in favor of 51job, Inc., an exempted company with limited liability incorporated under the Laws of the Cayman Islands (the “Company” or “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement (as defined below). For the purpose of this Limited Guarantee, each of the terms “control” and “person” shall have the meaning given to it in Section 9.03 of the Merger Agreement.
EXHIBIT 10.2 51JOB, INC. (FKA 51NET.COM CAYMAN ISLANDS INC.) FORM OF EMPLOYMENT, CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT As a condition of my employment with 51job, Inc. (fka 51net.com Cayman Islands Inc.), its subsidiaries,...51job, Inc. • July 7th, 2004 • California
Exclusive Purchase Option AgreementExclusive Purchase Option Agreement • March 28th, 2014 • 51job, Inc. • Services-employment agencies
This Exclusive Purchase Option Agreement (hereinafter “Agreement”), dated January 27, 2014, is entered into in Beijing, People’s Republic of China (hereinafter “PRC”) by and among:
EXHIBIT 10.7 TECHNICAL AND CONSULTING SERVICE AGREEMENTTechnical and Consulting Service Agreement • July 7th, 2004 • 51job, Inc.
RESTRICTED DEPOSIT AGREEMENT AMONG 51JOB, INC. AND JPMORGAN CHASE BANK, N.A. AS DEPOSITARY AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS WORLDWIDE SECURITIES SERVICES jpmorgan.comDeposit Agreement • April 2nd, 2014 • 51job, Inc. • Services-employment agencies • New York
DEPOSIT AGREEMENT dated as of , 2014 (the “Deposit Agreement”) among 51JOB, INC. and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., as depositary hereunder (the “Depositary”), and all holders from time to time of Regulation S American depositary receipts (“Regulation S ADRs”) evidencing Regulation S American depositary shares (“Regulation S ADSs”) and Rule 144A American depositary receipts (“Rule 144A ADRs” and, together with the Regulation S ADRs, the “ADRs”) evidencing Rule 144A American depositary shares (“Rule 144A ADSs” and, together with the Regulation S ADSs, the “ADSs” ), in each case representing deposited Shares (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
Domain Name License Agreement between 51net.com Inc. and Shanghai Run An Lian Information Consultancy Company Limited May 3, 2006Domain Name License Agreement • June 28th, 2007 • 51job, Inc. • Services-employment agencies
51net.com Inc., a company organized under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporation Centre, P.O. Box 957, Road Town, Tortola, British Virgin Islands (“Licensor”), and
Supplement Agreement II to Call Option AgreementOption Agreement • April 12th, 2013 • 51job, Inc. • Services-employment agencies
Beijing Qian Cheng Si Jin Advertising Company Limited (“Party A”) and 51net.com Inc. (“Party B”) made and entered into the Call Option Agreement on August 1, 2002, and the Supplement Agreement and Amended Agreement on May 3, 2004 (hereinafter referred to collectively as the “Agreement”). Party A and Party B hereto agree to enter into this agreement as a supplement to the above three agreement (“Supplement Agreement II”). Party A and Party B on August 1, 2012 agree to the terms as follows:
CONSENT LETTERSupport Agreement • March 7th, 2022 • 51job, Inc. • Services-employment agencies
Reference is made to that certain Support Agreement entered into by and among the Parties, dated as of June 21, 2021 (the “Support Agreement”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them under the Agreement.
Supplementary Agreement III to the Domain Name License AgreementSupplementary Agreement • March 29th, 2019 • 51job, Inc. • Services-employment agencies
This Supplementary Agreement is made and entered into by and between the following two parties in Shanghai, China on August 14, 2018:
SUPPLEMENTAL AGREEMENTSupplemental Agreement • June 28th, 2007 • 51job, Inc. • Services-employment agencies
Based on the Cooperation Agreement (“Shanghai Run An Lian Information Consultancy Company Limited and Qianjin Network Information Technology (Shanghai) Company Limited Cooperation Agreement”) made and entered into by Party A and Party B on May 3, 2004, due to business development needs, Party A and Party B enter into the following supplemental provisions:
EXHIBIT 4.18 BUSINESS ALLIANCE AGREEMENT BUSINESS ALLIANCE AGREEMENT (this "AGREEMENT") dated as of April 5, 2006 (the "EFFECTIVE DATE"), between RECRUIT CO., LTD., a Japanese corporation ("RECRUIT") and 51job, Inc., a Cayman Islands company...Business Alliance Agreement • June 29th, 2006 • 51job, Inc. • Services-employment agencies • New York
Supplementary Agreement to the Loan AgreementLoan Agreement • March 30th, 2018 • 51job, Inc. • Services-employment agencies
This Supplementary Agreement to the Loan Agreement (hereinafter referred to as “Supplementary Agreement”) is made and entered into as of September 4, 2017 by and between the following parties:
Share Transfer AgreementShare Transfer Agreement • June 27th, 2008 • 51job, Inc. • Services-employment agencies
Transferee (“Party C”): Beijing Run An Information Consultancy Co., Ltd. Address: Room 704, Building B, Global Trade Center, No. 36 North Third Circle Road (E), Dong Cheng District, Beijing
Investment Capital Transfer Agreement by the Shareholders of Beijing Run An Information Consultancy Company Limited51job, Inc. • June 27th, 2008 • Services-employment agencies
Party A and Party B have both provided investment capital for Beijing Run An Information Consultancy Company Limited. The registered capital is RMB6,000,000, of which Party A has contributed RMB800,000 and Party B has contributed RMB5,200,000. Through negotiations and in accordance with the company’s articles of incorporation and the Corporation Law of China, the three Parties now agree that Party A and Party B transfer RMB3,000,000 of the investment capital to Party C under the terms of this Agreement below.
Share Transfer AgreementShare Transfer Agreement • June 27th, 2008 • 51job, Inc. • Services-employment agencies
According to the articles of incorporation of Beijing Qian Cheng Si Jin Advertising Company Limited and Party A’s request, Party A and Party B each agree to sign this Share Transfer Agreement on November 12, 2007, in Room 704 of Global Trade Center Building B, located on No. 36 North Third Circle Road (E), Dong Cheng District, Beijing.
Supplement Agreement to Technical and Consulting Service AgreementSupplement Agreement to Technical and Consulting Service Agreement • March 28th, 2014 • 51job, Inc. • Services-employment agencies
Party A: Beijing Qian Cheng Si Jin Advertising Co., Ltd., a limited liability company legally established and validly existing under the laws of the People’s Republic of China with registered address at the Yu Jia Wu Hui Zhu Xiang People Government Office, Tongzhou District, Beijing, People’s Republic of China.
EXHIBIT 4.14 AMENDMENT NOTICE TO COOPERATION AGREEMENT Shanghai Run An Lian Information Consultancy Company Limited ("Party A") and Qianjin Network Information Technology (Shanghai) Company Limited ("Party B") made and entered into the Cooperation...Cooperation Agreement • June 29th, 2006 • 51job, Inc. • Services-employment agencies
Domain Name License Agreement between 51net.com Inc. and Shanghai Run An Lian Information Consultancy Company Limited May 3, 2008Domain Name License Agreement • April 29th, 2009 • 51job, Inc. • Services-employment agencies
51net.com Inc., a company organized under the laws of the British Virgin Islands, with its registered office at c/o Offshore Incorporations Limited, P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands (“Licensor”), and
