NQ MOBILE INC. AND DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of October 16, 2013 4.00% Convertible Senior Notes due 2018Indenture • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software • New York
INDENTURE dated as of October 16, 2013 between NQ MOBILE INC., a Cayman Islands company, as issuer (the “Company”, as more fully set forth in Section 1.01) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
Exclusive Option AgreementExclusive Option Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 12nd day of November, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
Share Transfer Agreement By and among Nantong Jinxin Huatong Equity Investment Center (Limited Partnership) and Xinjiang NQ Mobile Venture Capital Investment Co., Ltd. and FL Mobile Jiutian Technology Co., Ltd. Date: August 3, 2016Share Transfer Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
Nantong Jinxin Huatong Equity Investment Center (Limited Partnership) (“Party A”) with its registered address at Suite 2713, Tower 3, Jiangcheng R&D Park, No. 1088, Jiangcheng Road, Sutong Technological Industrial Park, Nantong and legally represented by Xue Jialin; and
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software • Hong Kong
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2017, is entered into by and among Tongfang Investment Fund Series SPC, a company organized under the laws of the Cayman Islands (the “Purchaser”), Xinjiang NQ Mobile Venture Capital Investment, Co., Ltd. , a company incorporated under the laws of the PRC (the “Selling Shareholder”) and NQ Mobile Inc., an exempted company incorporated under the laws of the Cayman Islands (“NQ”).
NetQin Mobile Inc. 7,142,858 American Depositary Shares Representing 35,714,290 Class A Common Shares Underwriting AgreementNetQin Mobile Inc. • April 29th, 2011 • Services-prepackaged software • New York
NetQin Mobile Inc., 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 listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 7,142,858 American depositary shares (each, an “ADS,” and collectively, the “Underwritten ADSs”), representing 35,714,290 Class A common shares, par value US$0.0001 per share, of the Company (the “Common Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 1,071,428 ADSs, representing 5,357,140 additional Shares, (the “Option ADSs”). The ADSs and the Option ADSs are herein referred to as the “Offered ADSs”. The Common Shares represented by the ADSs are herein referred to as the “Underwritten Shares,” the Common Shares represented by the Option ADSs are herein referred to as the “Option Shares” and the Underwrit
NQ MOBILE INC. Restricted Common Shares Purchase Agreement GRANTOR NQ MOBILE INC. GRANTEE YANG XIAOFENG June 10, 2014Restricted Common Shares Purchase Agreement • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software
YANG XIAOFENG (hereinafter referred to as the “Original Shareholder”), for the purposes of this Agreement, who is going to set up an offshore company to purchase the restricted shares under this Agreement, Original Shareholder and such offshore company are Persons Acting in Concert and collectively referred to as the “Grantees”;
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”) by and between NetQin Mobile Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, 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 subsidiaries and affiliated entities (collectively, the “Group”).
THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • California
THIS THIRD AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2010 by and among:
SERIES C PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 26th DAY OF APRIL, 2010 BY AND AMONG NETQIN MOBILE INC. (as “Company”) BEIJING NETQIN TECHNOLOGY CO., LTD (as “Domestic Enterprise”) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD (as “PRC...Series C Preferred Share Purchase Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • California
This SERIES C PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on the 26th day of April, 2010 by and among NETQIN MOBILE INC, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), the purchasers of Series C Preferred Shares of the Company listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”), the persons listed on Exhibit B attached to this Agreement (each a “Founder” and together the “Founders”), RPL HOLDINGS LIMITED (the “Founders’ HoldCo”), BEIJING NETQIN TECHNOLOGY CO., LTD (), a limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) (the “Domestic Enterprise”), NetQin Mobile (Beijing) Technology Co., Ltd. (), a wholly-foreign owned enterprise organized and existing under the laws of the PRC (the “PRC Subsidiary”, collectively with the Company, the Domestic Enterprise and the Founders’ HoldCo, the “Group Companies” and each, a “
SERIES C-1 PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 12th DAY OF NOVEMBER, 2010 BY AND AMONG NETQIN MOBILE INC. (as “Company”) BEIJING NETQIN TECHNOLOGY CO., LTD (as “Domestic Enterprise”) NETQIN MOBILE (BEIJING) TECHNOLOGY CO., LTD (as “PRC...Preferred Share Purchase Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • California
This SERIES C-1 PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on the 12th day of November, 2010 by and among NETQIN MOBILE INC, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), the purchasers of Series C-1 Preferred Shares of the Company listed on Exhibit A attached to this Agreement (each an “Investor” and together the “Investors”), the persons listed on Exhibit B attached to this Agreement (each a “Founder” and together the “Founders”), RPL Holdings Limited (the “Founders’ HoldCo”), Beijing Netqin Techonology Co., Ltd. (), a limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) (the “Domestic Enterprise”), NetQin Mobile (Beijing) Technology Co., Ltd. (), a wholly-foreign owned enterprise organized and existing under the laws of the PRC (the “PRC Subsidiary”, collectively with the Company, the Domestic Enterprise and the Founders’ HoldCo, the “Group Companies” and
Agreement for Assets Acquisition by Share Issuance and Cash Payment Agreement for Assets Acquisition by Share Issuance and Cash Payment August 2016Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
Shenzhen Prince New Materials Co., Ltd. (“Party A”), the transferee of 100% equity of FL Mobile Jiutian Technology Co., Ltd, with its registered address at the Prince Industrial Park, the tenth Yousong Industrial Zone, Longhua Street, Bao’an District, Shenzhen, Guangdong Province and legal represented by Wang Jinjun;
NETQIN MOBILE INC. THIRD AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • California
THIS THIRD AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 12, 2010, by and among Netqin Mobile Inc., an exempted limited liability company organized under the laws of the Cayman Islands (the “Company”), each of the entities listed on Exhibit A hereto (each an “Investor,” and collectively, the “Investors”), each of the persons listed on Exhibit B hereto (each a “Founder,” and collectively, the “Founders”), RPL Holdings Limited, a limited liability company organized under the laws of the British Virgin Islands (the “Founders’ HoldCo”), Beijing Netqin Technology Co., Ltd (the “Domestic Enterprise”) and Netqin Mobile (Beijing) Technology Co., Ltd. (the “PRC Subsidiary”, and together with the Company, the Founders’ HoldCo, the Domestic Enterprise, the “Group Companies”). The Investors, the Founders’ HoldCo and the Founders are collectively referred to herein as the “Shareholders”.
Tianjin Huayong Wireless Technology Co., Ltd. Stock Transfer Agreement Date: January 25th, 2014Stock Transfer Agreement • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software
Loan AgreementLoan Agreement • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software
Value-added Information Services Channel Cooperation Agreement (Overseas)NetQin Mobile Inc. • April 26th, 2011 • Services-prepackaged software
Through thorough negotiations, the Parties hereby agree as follows regarding the cooperation on mutual development of value-added information services business, in accordance with the principles of friendly cooperation and mutual benefits, in order to promote the development of value-added information business and related services:
Loan AgreementLoan Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • Hong Kong
In accordance with the terms and conditions set forth herein, the Lender agrees to provide, and the Borrower agrees to accept, a loan in an total amount of RMB 6,122,500 (Lin Yu, Zhou Xu and Shi Wenyong respectively holds 52%, 33% and 15% of the loan).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 22, 2016 in Beijing, the People’s Republic of China (“China” or the “PRC”):
DEPOSIT AGREEMENT by and among NETQIN MOBILE INC. 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 Dated as of...Deposit Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • New York
DEPOSIT AGREEMENT, dated as of , 2011, by and among (i) NetQin Mobile Inc., a company incorporated in the Cayman Islands, with its principal executive office at No. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing 100013, The 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).
Amended and Restated Equity Disposition AgreementEquity Disposition Agreement • April 19th, 2013 • NQ Mobile Inc. • Services-prepackaged software
This Equity Disposition Agreement (the “Agreement”) is executed in Beijing of China on June 6, 2012 by the following parties (the “Parties”):
Business Cooperation AgreementBusiness Cooperation Agreement • April 26th, 2011 • NetQin Mobile Inc. • Services-prepackaged software
China Mobile Group Beijing Co., Ltd. (“Party A”) is a network operation company with the approval by the Ministry of Industry and Information Technology of the PRC. As mobile network operator, it provides communication channel, billing platform and collection of bills services to SMS application providers with charge.
Patented Technology License AgreementPatented Technology License Agreement • April 15th, 2011 • NetQin Mobile Inc. • Services-prepackaged software
This PATENTED TECHNOLOGY LICENSE AGREEMENT (this “Agreement”) is made by and among, LIN Yu, SHI Wenyong, NI Xianle (collectively, the “Licensor”), and NetQin Mobile (Beijing) Technology Co., Ltd., a company with limited liabilities duly incorporated and validly existing under the PRC laws, with its legal address at Room 1238-1, Block B, No.1 Building, Beijing Zhongguancun Software Park Incubator, Dongbeiwang, Haidian District, Beijing (the “Licensee”). This Agreement is effective as of the date of its signature (the “Effective Date”).
Exclusive Consulting and Services AgreementConsulting and Services Agreement • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software
This Exclusive Consulting and Services Agreement (the “Agreement”) has been signed by the following two parties on July 2, 2014 in Beijing, China.
Stock Transfer Agreement of Beijing Feiliu Jiutian Technology Co., Ltd.Stock Transfer Agreement • April 19th, 2013 • NQ Mobile Inc. • Services-prepackaged software
Therefore, according to the Company Law of the PRC and relevant laws and regulations, the parties reach the following agreement concerning this Transaction:
NQ MOBILE INC. Restricted Shares Purchase Agreement GRANTOR NQ MOBILE INC. GRANTEE GATHER BENEFIT HOLDINGS LIMITED July 15, 2013Restricted Shares Purchase Agreement • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software
GATHER BENEFIT HOLDINGS LIMITED, a legally incorporated and valid existing legal entity in accordance with laws of British Virgin Islands with registered address of Akara Bldg, 24 De Castro Street, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. (the “Grantee”)
ContractLink Motion Inc. • August 22nd, 2018 • Services-prepackaged software
On July 19, 2018, pursuant to the terms of a subscription agreement entered into on that date (the “Subscription Agreement”) by and between Link Motion Inc. (the “Company”) and China AI Capital Limited, a company incorporated and existing under the laws of the British Virgin Islands (“Investor”), Investor subscribed for and purchased from the Company, and the Company issued and sold to Investor, 70,175,439 previously-authorized shares (the “Acquired Shares”) of the Company’s Class B common shares, par value U.S$0.0001 per share (the “Class B Shares”), for a purchase price of U.S.$0.285 per Class B Share, or an aggregate purchase price of U.S.$20,000,000 (TWENTY MILLION U.S. DOLLARS) (the “Purchase Price”). The offer and sale of the Acquired Shares were carried out without registration thereof under the U.S. Securities Act of 1933, as amended (the “Securities Act”), in compliance with and in reliance upon the provisions of Regulation S (“Regulation S”) under the Securities Act.
Amended and Restated Equity Interest Pledge AgreementEquity Interest Pledge Agreement • April 19th, 2013 • NQ Mobile Inc. • Services-prepackaged software
This Amended and Restated Equity Interest Pledge Agreement (hereinafter referred to as the “Agreement”) is executed on June 6th, 2012 in Beijing by the following parties:
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • March 15th, 2011 • NetQin Mobile Inc. • Services-prepackaged software
This Equity Interest Pledge Agreement (hereinafter referred to as the “Agreement”) is executed on August 6th, 2007 in Beijing by the following parties:
Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment August 2016Termination Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
Shenzhen Prince New Materials Co., Ltd. (“Party A”), the transferee of 100% equity of FL Mobile Jiutian Technology Co., Ltd, with its registered address at the Prince Industrial Park, the tenth Yousong Industrial Zone, Longhua Street, Bao’an District, Shenzhen, Guangdong Province and legal represented by Wang Jinjun;
SHARE TRANSFER AGREEMENT Between Beijing NQ Technology Co., Ltd NQ Mobile Inc. Beijing NationSky Network Technology Co., Ltd. Qidi (Beijing) Assets Management Corporation And Hou Shuli Concerning Beijing NationSky Network Technology Co., Ltd. November...Equity Pledge Agreement • April 6th, 2016 • NQ Mobile Inc. • Services-prepackaged software
Capital Increase and Stock Transfer Agreement of Beijing NationSky Network Technology Co., Ltd. May 2, 2012Capital Increase and Stock Transfer Agreement • April 19th, 2013 • NQ Mobile Inc. • Services-prepackaged software
Address: Room 1322, Building 1-C, Enterprise Incubator, Zhongguancun Software Industrial Park, Dongbeiwang, Haidian District, Beijing
Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment Termination Agreement for Agreement for Assets Acquisition by Share Issuance and Cash Payment November 2016Termination Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
Shenzhen Prince New Materials Co., Ltd. (“Party A”) with its registered address at the Prince Industrial Park, the tenth Yousong Industrial Zone, Longhua Street, Bao’an District, Shenzhen, Guangdong Province and legal represented by Wang Jinjun;
Exclusive Technical Consulting Services AgreementExclusive Technical Consulting Services Agreement • March 16th, 2011 • NetQin Mobile Inc. • Services-prepackaged software • Beijing
This Exclusive Technical Consulting Services Agreement (the “Agreement”) has been signed by the following two parties on June 5, 2007 in Beijing, China.
Share Transfer Agreement By and among Xinjiang Yinghe Equity Investment Management Limited Partnership and Xinjiang NQ Mobile Venture Capital Investment Co., Ltd. and FL Mobile Jiutian Technology Co., Ltd. Date: August 8, 2016Share Transfer Agreement • April 26th, 2017 • NQ Mobile Inc. • Services-prepackaged software
Xinjiang Yinghe Equity Investment Management Limited Partnership (“Party A”) with its registered address at the Development Mansion, North of Shenzhen-Kashi Ave., Kashi Economic Development Zone, Kashi Prefecture, Xinjiang Uygur Autonomous region, and legally represented by Mr. Vincent Wenyong Shi; and
Beijing NationSky Network Technology Co., Ltd. Stock Transfer Agreement Date: July 15th, 2013Stock Transfer Agreement • October 27th, 2014 • NQ Mobile Inc. • Services-prepackaged software
Debt Transfer AgreementDebt Transfer Agreement • April 6th, 2016 • NQ Mobile Inc. • Services-prepackaged software
