AMENDED AND RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. March 1, 2014Exclusive Technology License and Services Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT (this “Agreement”) is entered into on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and between the following parties:
EQUITY PLEDGE AGREEMENT Regarding [BEIJING YOUYUE HUDONG INFORMATION SCIENCE CO., LTD.]Equity Pledge Agreement • May 13th, 2016 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on December 1, 2015 in [Beijing], the People’s Republic of China (“China” or “PRC”) by and among the following parties:
AMENDED AND RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENTExclusive Technology License and Services Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT (this “Agreement”) is entered into on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and between the following parties:
SHAREHOLDERS’ AGREEMENT DATED THIS 14TH DAY OF MAY 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) each of the Persons listed on Schedule 1 hereto (as “Investors”) each of the Persons listed on Schedule 2 hereto (as “Key Holders”) SHANGHAI...Shareholders’ Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation • New York
This SHAREHOLDERS’ AGREEMENT (the “Agreement”) is made as of the 14th day of May 2007, by and among Harper Capital Inc., an exempted company duly incorporated and validly existing in the British Virgin Islands (the “Company”), the individuals identified on Schedule 1 of this Agreement (each individually an “Investor” and collectively the “Investors”), the individuals identified on Schedule 2 of this Agreement (each individually an “Key Holder” and collectively the “Key Holders”), Shanghai Huaqianshu Information Technology Co., Ltd., a PRC limited liability company (the “Domestic Company”), Flower Tree Limited, an exempted company duly incorporated and validly existing in the British Virgin Islands (“Flower Tree”) and MiYuan (Shanghai) Information Technology Co., Ltd., a wholly-foreign owned enterprise organized and validly existing in the PRC (“WFOE”).
LOAN AGREEMENTLoan Agreement • May 3rd, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
(For the purpose of this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is entered into on March 1, 2014 in Beijing by and among the following parties:
PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 16TH DAY OF APRIL 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as “Domestic Company”) SOUYUAN (SHANGHAI) TECHNOLOGY CO., LTD. (as “WFOE”) the...Preferred Share Purchase Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation • New York
This PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made on the 16th day of April 2007 by and among Harper Capital Inc., a BVI Business company duly incorporated and validly existing under the Laws of the British Virgin Islands (the “Company”), the purchasers listed on Schedule 1 attached to this Agreement (each a “Purchaser” and together the “Purchasers”), the persons listed on Schedule 2 attached to this Agreement (each a “Founder” and together the “Founders”), Shanghai Huaqianshu Information Technology Co., Ltd., a PRC limited liability company (the “Domestic Company”) and Souyuan (Shanghai) Technology Co., Ltd., a wholly-foreign owned enterprise organized and validly existing in the PRC (“WFOE”). Each of the Company, the Purchasers, the Founders, the Domestic Company and the WFOE shall be referred to individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein shall have the meaning set forth in Schedule 3 attached hereto.
EQUITY PLEDGE AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.Equity Pledge Agreement • May 3rd, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. And...Rights Entrustment Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is entered into on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
CONTRACT ASSIGNMENT AGREEMENTContract Assignment Agreement • May 6th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This CONTRACT ASSIGNMENT AGREEMENT (this “Agreement”) is entered into on May 6, 2011 in Beijing by and among the following parties:
Joint Filing AgreementJoint Filing Agreement • February 6th, 2013 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
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 US$0.001 per share, of Jiayuan.com International Ltd., 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.
CONFIDENTIALITY AND NON-COMPETITION AGREEMENTConfidentiality and Non-Competition Agreement • April 20th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
SPONSOR GUARANTEESponsor Guarantee • December 7th, 2015 • JIAYUAN.COM International LTD • Services-computer processing & data preparation • New York
GUARANTEE AGREEMENT (this “Agreement”) dated as of December 7, 2015 between by Baihe Network Co., Ltd., a joint-stock company incorporated under the laws of the PRC (“Guarantor”) and Jiayuan.com International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”). Terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below).
Contract No.: ON-C-111011-012011 Cooperation Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
Based on the lawful and valid Search Engine Advertising Framework Agreement (No.: ON-C-111011) dated April 6, 2011 between Party A and Party B and for purposes of further deepening the service cooperation concerning search engine marketing and online marketing and improving the effect of Party A’s online marketing, Party A and Party B, after friendly negotiations and on the basis of equality and mutual benefit, hereby enter into this Cooperation Agreement, upon the terms and subject to the conditions as set forth below:
AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is made on January 25, 2011 in Shanghai, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. And...Rights Entrustment Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is entered into on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is entered into on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. And...Rights Entrustment Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is entered into on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding BEIJING AIZHENXIN INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • April 29th, 2013 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is made on August 13, 2012 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
LOAN AGREEMENTLoan Agreement • May 13th, 2016 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
(For the purpose of this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)
COOPERATIVE OPERATION AGREEMENT by and among MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. and SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January 25, 2011Cooperative Operation Agreement • April 20th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
For the purpose of this Agreement, Party A, Party B and Party C shall be collectively referred to as the “Parties”, and each a “Party”; Party B and Party C shall be jointly and severally liable for the duties and obligations under this Agreement.
CONTRACT FOR ADVERTISEMENT PUBLISHING AT WWW.HAO123.COMJIAYUAN.COM International LTD • April 27th, 2011 • Services-computer processing & data preparation
Based on the principles of efficiency and promptness, with regard to matters related to Party A’s advertisement publishing on the website www.hao123.com, the parties hereby agree to the following terms.
AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Equity Pledge Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on January 25, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Shareholders’ Voting Rights Entrustment Agreement • April 27th, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
JIAYUAN.COM INTERNATIONAL LTD.JIAYUAN.COM International LTD • May 6th, 2011 • Services-computer processing & data preparation • New York
Reference is made to the Underwriting Agreement dated May , 2011 (the “Underwriting Agreement”) among Jiayuan.com International Ltd. (the “Company”), the Selling Shareholders and the Underwriters listed in Schedule I to the Underwriting Agreement. All capitalized terms used but not otherwise defined herein shall have the meanings given them in the Underwriting Agreement.
SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.Shareholders’ Voting Rights Entrustment Agreement • May 3rd, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING AIZHENXIN INFORMATION TECHNOLOGY CO., LTD.Shareholders’ Voting Rights Entrustment Agreement • April 29th, 2013 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is made on August 13, 2012 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
Contract Transfer AgreementContract Transfer Agreement • May 3rd, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
THIS CONTRACT TRANSFER AGREEMENT (“this Agreement”) is made on this 5th day of April 2011, in Beijing, People’s Republic of China (hereinafter “PRC”) by and between:
Joint Filing AgreementJoint Filing Agreement • February 6th, 2012 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
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 US$0.001 per share, of Jiayuan.com International Ltd., 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.
Consent LetterConsent Letter • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
AGREEMENT AND PLAN OF MERGER dated as of December 7, 2015 among JIAYUAN.COM INTERNATIONAL LTD., LOVEWORLD INC. and FUTUREWORLD INC.Agreement and Plan of Merger • December 7th, 2015 • JIAYUAN.COM International LTD • Services-computer processing & data preparation • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 7, 2015 among Jiayuan.com International Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), LoveWorld Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and FutureWorld Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding [BEIJING YOUYUE HUDONG INFORMATION SCIENCE CO., LTD.]Shareholders’ Voting Rights Entrustment Agreement • May 13th, 2016 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is entered into on December 1, 2015 in [Beijing], the People’s Republic of China (“China” or “PRC”) by and among the following Parties:
EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • May 3rd, 2011 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD.Exclusive Purchase Option Agreement • April 30th, 2014 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is entered imto on March 1, 2014 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:
JIAYUAN.COM INTERNATIONAL LTD. RESTRICTED SHARES AWARD AGREEMENTAward Agreement • April 29th, 2013 • JIAYUAN.COM International LTD • Services-computer processing & data preparation
This RESTRICTED SHARES AWARD AGREEMENT (this “Award Agreement” or “Award”) dated , 20 by JIAYUAN.COM INTERNATIONAL LTD., a company incorporated under the laws of the Cayman Islands (the “Company”), and (the “Participant”) evidences the ordinary shares (the “Restricted Shares”) granted by the Company to the Participant as to the number of the Company’s ordinary shares, par value $0.001 per share (the “Ordinary Shares”), first set forth below.
