DEPOSIT AGREEMENT by and among WOWO LIMITED AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of April 13, 2015Deposit Agreement • August 19th, 2015 • Wowo LTD • Services-computer processing & data preparation • New York
DEPOSIT AGREEMENT, dated as of April 13, 2015, by and among (i) WOWO LIMITED, a company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SECURITIES PURCHASE AGREEMENT Dated December 23, 2022 among Mercurity Fintech Holding Inc. and The Purchaser Set Forth on the Signature PagesSecurities Purchase Agreement • April 25th, 2023 • Mercurity Fintech Holding Inc. • Finance services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated December 23, 2022 is entered into by and among (i) Mercurity Fintech Holding Inc., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and (ii) the Person whose name is set forth on the signature page hereto (the “Purchaser”).
COINBASE PRIME BROKER AGREEMENT General Terms and ConditionsPrime Broker Agreement • April 23rd, 2024 • Mercurity Fintech Holding Inc. • Finance services • New York
Amended and Restated Exclusive Consulting and Service AgreementExclusive Consulting and Service Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation
This Amended and Restated Exclusive Consulting and Service Agreement (this “Agreement”) is entered into in Beijing, the People’s Republic of China (the “PRC”) on August 6th, 2014 by and between the following Parties:
WORKING CAPITAL PROVISION AGREEMENTWorking Capital Provision Agreement • March 4th, 2015 • Wowo LTD • Services-computer processing & data preparation
Maodong Xu and WOWO LIMITED shall hereinafter be collectively referred to as the “Parties” and individually referred to as one “Party”.
AMENDED AND RESTATED EXCLUSIVE CALL OPTION AGREEMENTExclusive Call Option Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation
This Exclusive Call Option Agreement (this “Agreement”) is entered into as of August 6th, 2014 in Beijing, People’s Republic of China (“PRC”) by and between the following Parties:
Amended and Restated Equity Pledge AgreementEquity Pledge Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation
This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into in Beijing, People’s Republic of China (the “PRC”), on August 6th, 2014 by and between the following Parties:
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 28th, 2019 • JMU LTD • Services-computer processing & data preparation • New York
WHEREAS, the Seller desires to sell, and Purchaser desires to purchase, all of the issued and outstanding shares of the Company, for the consideration and on the terms and conditions set forth in this Agreement; and
WOWO LIMITED (a Cayman Islands holding company) UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2015 • Wowo LTD • Services-computer processing & data preparation • New York
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation • New York
Each of the Purchaser, the Seller, the Target Company and the Domestic Company is referred to as a “Party” and collectively as “Parties.”
WORKING CAPITAL PROVISION AGREEMENT BETWEEN WANG HUIMIN ZHU XIAOXIA AND JMU LIMITED DATED April 23, 2018Working Capital Provision Agreement • April 24th, 2018 • JMU LTD • Services-computer processing & data preparation
The Major Shareholders and JMU LIMITED shall hereinafter be collectively referred to as the “Parties” and individually referred to as a “Party”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation • New York
Whereas, the Investor desires to invest in the Company by subscribing for a certain number of ordinary shares to be issued by the Company pursuant to the terms and subject to the conditions of this Agreement;
BY AND AMONG Beijing Lianji Future Technology Co., Ltd. Beijing Lianji Technology Co., Ltd. AND WANG Zhiyou ZHOU Jie Termination Agreement Re Existing Control Documents Termination Agreement Re Existing Control DocumentsTermination Agreement • February 7th, 2022 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 28th, 2019 • JMU LTD • Services-computer processing & data preparation • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is dated as of May 21, 2019, by and between JMU Limited, an exempted company duly incorporated and validly existing under the laws of Cayman Islands (the “Company”) and Mr. Haohan Xu, an U.S. citizen with the passport No. ********** (“Right Holder”). The Company and the Rights Holders are each referred to herein as a “Party,” and collectively as the “Parties.”
Debt-to-Equity Conversion AgreementDebt-to-Equity Conversion Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholders Agreement • January 9th, 2015 • Wowo LTD • Services-computer processing & data preparation
A Board meeting is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than three (3) directors, which shall include the CDH Director. Notwithstanding the foregoing, if within three (3) hours from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place and, if at the adjourned meeting a quorum is not present within three (3) hours from the time appointed for the meeting, any three (3) directors present shall be a quorum.
MASTER SOFTWARE DEVELOPMENT AGREEMENTMaster Software Development Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
This Master Software Development Agreement (the “Agreement”), dated as of July 01, 2019 (the “Effective Date”), is by and between Unicorn Investment Limited, a BVI company (“Unicorn”) with registered office located at Trinity Chambers PO BOX 4301 Road Town, Tortola, BVI (”Developer”), and BGA FOUNDATION LTD, a Public company limited by Guarantee (“BGA”) with registered office located at 9 TEMASEK BOULEVARD 04-02 SUNTEC TOWER TWO, SINGAPORE (”Customer”).
WOWO LIMITED (a Cayman Islands holding company) American Depositary Shares Representing Ordinary Shares (par value US$0.00001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 31st, 2015 • Wowo LTD • Services-computer processing & data preparation • New York
Wowo Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”) and the Principal Shareholder named herein, confirm their respective agreement with Axiom Capital Management, Inc. (“Axiom”) and each of the other underwriters named in Schedule A-1 hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Axiom is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of American Depositary Shares of the Company (“ADSs”), each representing 18 of the Company’s ordinary shares, par value US$0.00001 per share (the “Ordinary Shares”), as set forth in Schedule A-1 hereto; and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Se
AGREEMENT FOR SOFTWARE DEVELOPMENT SERVICESSoftware Development Agreement • April 28th, 2021 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
BUSINESS OPERATION AGREEMENTBusiness Operation Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
This Business Operation Agreement (this "Agreement") was concluded in Beijing, the People's Republic of China (the "PRC") on March 2, 2020, by and between the following Parties:
WAIVER LETTERSale and Purchase Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
Reference is made to that certain Sale and Purchase Agreement, dated as of the date hereof (as further amended, amended and restated, modified or supplemented from time to time, the “SPA”) by and between JMU Limited (the “Seller”) and Marvel Billion Development Limited (億迅發展有限公司) (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser and the Purchaser will purchase from the Seller all the issued and outstanding shares of New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is wholly owned by the Seller and an indirect holder of all the issued and outstanding shares of the undersigned, Join Me Group Supply Chain Management Company Limited (“Join Me Supply Chain”). Capitalized terms not defined hereunder shall have the meanings ascribed to them in the SPA.
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation • Hong Kong
WHEREAS, the Seller desires to sell, and Purchaser desires to purchase, all of the issued and outstanding shares of the Target Company for the consideration and upon the terms and subject to the conditions set forth in this Agreement and other Transaction Documents.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 25th, 2023 • Mercurity Fintech Holding Inc. • Finance services • New York
NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements set out herein, the parties respectively covenant and agree as follows.
MASTER EXCLUSIVE SERVICE AGREEMENTMaster Exclusive Service Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation
WHEREAS, the Parties intend to utilize their respective expertise and resources to further promote their existing business, and the businesses that are developed during the term of this Agreement, and expand their market share; and
EQUITY INTEREST PLEDGE AGREEMENTEquity Interest Pledge Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (this “Agreement”) is entered into in Shanghai as of May 13, 2015 by and among the following parties:
OPTION AGREEMENTOption Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
This Option Agreement (this "Agreement ") is concluded by the following Parties on March 2, 2020 in Beijing, People's Republic of China (" China "):
EMPLOYMENT AGREEMENTEmployment Agreement • March 4th, 2015 • Wowo LTD • Services-computer processing & data preparation
Technical Service AgreementTechnical Service Agreement • April 28th, 2021 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
Considering Party B's good qualification and strong professional and technical advantages and expertise, Party A purchases the "Blockchain-Based Asset Digital Platform (version v.1.0)" developed by Party B, as well as the customized technical services (hereinafter referred to as "Party B's services") provided by Party B. After friendly discussion, on the base of truly and fully expressing their requests and the expectations, under the Agreement law of the people's Republic of China, both parties have reached the following agreement, which shall be abided by both parties.
WAIVER LETTERWaiver Letter • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
Reference is made to that certain Sale and Purchase Agreement, dated as of the date hereof (as further amended, amended and restated, modified or supplemented from time to time, the “SPA”) by and between JMU Limited (the “Seller”) and Marvel Billion Development Limited (億迅發展有限公司) (the “Purchaser”), pursuant to which the Seller will sell to the Purchaser and the Purchaser will purchase from the Seller all the issued and outstanding shares of New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands that is wholly owned by the Seller (the “Target Company”). Capitalized terms not defined hereunder shall have the meanings ascribed to them in the SPA.
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • June 28th, 2019 • JMU LTD • Services-computer processing & data preparation
This Equity Interest Pledge Agreement (“Agreement”) is made in Beijing, the People’s Republic of China (“PRC”) as of May 17, 2019 by and among:
SECURITIES PURCHASE AGREEMENT Dated January 31, 2023 among Mercurity Fintech Holding Inc. and The Purchaser Set Forth on the Signature PageSecurities Purchase Agreement • April 25th, 2023 • Mercurity Fintech Holding Inc. • Finance services • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated January 31, 2023 (the “Effective Date”) is entered into by and among (i) Mercurity Fintech Holding Inc., an exempted company with limited liability organized and existing under the laws of the Cayman Islands (the “Company”), and (ii) the Person whose name is set forth on the signature page hereto (the “Purchaser”).
WORKING CAPITAL PROVISION AGREEMENT BETWEEN WANG HUIMIN ZHU XIAOXIA AND WOWO LIMITED DATED APRIL 20, 2015Working Capital Provision Agreement • April 29th, 2016 • Wowo LTD • Services-computer processing & data preparation
The Major Shareholders and WOWO LIMITED shall hereinafter be collectively referred to as the “Parties” and individually referred to as a “Party”.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • June 12th, 2020 • Mercurity Fintech Holding Inc. • Services-computer processing & data preparation
This Equity Pledge Agreement (this "Agreement") is entered into by the following Parties in Beijing, People's Republic of China (" China ") on March 2, 2020:
Exclusive Business Operation AgreementExclusive Business Operation Agreement • June 28th, 2019 • JMU LTD • Services-computer processing & data preparation
This Exclusive Business Operation Agreement (hereinafter referred to as the“Agreement”) is made in Beijing, the People’s Republic of China (“PRC”) as of May 17, 2019 by and between:
Indemnity AgreementIndemnity Agreement • March 4th, 2015 • Wowo LTD • Services-computer processing & data preparation
The undersigned, Mr. Maodong Xu (“Mr. Xu”), a citizen of the People’s Republic of China (the “PRC”), ID Number , with respect to the potential approvals that may be required from any and all PRC government authorities (the “Regulatory Approval”) in connection with the incurrence or assignment of rights of all indebtedness owed to Mr. Xu directly, or indirectly through one or more of his controlled entities, by Wowo Limited, a Cayman Islands company (the “Company”), and any of the Company’s subsidiaries, consolidated affiliated entities, or subsidiaries of such consolidated affiliated entities (the “VIEs”) including, but not limited to, Beijing Wowo Tuan Information Technology Co., Ltd. (“Beijing Wowo Tuan”), hereby irrevocably commits and warrants that:
