Sungy Mobile LTD Sample Contracts

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 12th, 2013 • Sungy Mobile LTD • Services-prepackaged software • New York

WHEREAS, the Company has filed a registration statement on Form F-1 on October 22, 2013 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”) of the Company as specified in the Registration Statement; and

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FORM OF EMPLOYMENT AGREEMENT
Form of Employment Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of by and between Sungy Mobile Limited, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] Number ), an individual (the “Executive”). 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 direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).

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7,000,000 American Depositary Shares SUNGY MOBILE LIMITED Representing 42,000,000 Class A Ordinary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2013 • Sungy Mobile LTD • Services-prepackaged software • New York
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FORM OF DIRECTOR AND EXECUTIVE OFFICER INDEMNIFICATION AGREEMENT
Form of Director and Executive Officer Indemnification Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software • New York

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , by and between Sungy Mobile Limited, an exempted company duly incorporated and validly existing under the law of the Cayman Islands (the “Company”), and (the “Indemnitee”), a director/an executive officer of the Company.

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1. Certain Definitions 5 2. Financial Statements and Reports and Information and Inspection Rights 12 3. Election of Directors; Management 13 4. Right of Participation 15 5. Right of First Refusal; Co-Sale Right 17 6. Representations and Warranties;...
Shareholders’ Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software • New York
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MASTER EXCLUSIVE SERVICE AGREEMENT
Master Exclusive Service Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

This Master Exclusive Service Agreement (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 12th, 2013 • Sungy Mobile LTD • Services-prepackaged software • 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:

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BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

(Each of Sungy Data, WFOE, Jiubang Digital, each of Jiubang Subsidiaries and each of the Shareholders, a “Party”, and collectively the “Parties”.)

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BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

(Each of Sungy Data, WFOE, Zhiteng Computer, each of Zhiteng Subsidiaries and each of the Shareholders, a “Party”, and collectively the “Parties”.)

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PURCHASE AGREEMENT DATED FEBRUARY 7, 2014 BY AND BETWEEN SUNGY MOBILE LIMITED, SUNGY TECHNOLOGY CORPORATION, SUNGY TECHNOLOGY LIMITED, GETJAR NETWORKS LIMITED AND THOMAS BURKE, AS THE SELLER REPRESENTATIVE
Purchase Agreement • April 29th, 2014 • Sungy Mobile LTD • Services-prepackaged software • New York

THIS PURCHASE AGREEMENT (“Agreement”), dated as of February 7, 2014, is by and among Sungy Mobile Limited, an exempted company registered under the laws of the Cayman Islands (“Sungy”), Sungy Technology Corporation, a Delaware corporation and a wholly-owned subsidiary of Sungy (“Purchaser”), Sungy Technology Limited, a company incorporated with limited liability under the laws of the British Virgin Islands and a wholly-owned subsidiary of Sungy (“IP Purchaser” and, together with Sungy and Purchaser, the “Purchaser Parties” and each a “Purchaser Party”), GetJar Networks Limited, a private limited company organized under the laws of the United Kingdom (“Seller”) and Thomas Burke, as the seller representative (the “Initial Seller Representative”).

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BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

(Each of Sungy Data, WFOE, Sanju Advertising, each of Sanju Subsidiaries and each of the Shareholders, a “Party”, and collectively the “Parties”.)

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LOAN AGREEMENT
Loan Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

Through friendly negotiations, the Parties hereby agree as follows regarding the loan provided by Party A to Party B and intend to be legally bound hereby:

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MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
Sale Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software • Hong Kong

This Second Amended and Restated Right of First Refusal and Co-Sale Agreement (the “Agreement”) is made as of October 14, 2014 by and among:

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EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • September 27th, 2013 • GODV Technology LTD • Services-prepackaged software
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MASTER EXCLUSIVE SERVICE AGREEMENT
Master Exclusive Service Agreement • September 27th, 2013 • GODV Technology LTD • Services-prepackaged software

This Master Exclusive Service Agreement (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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MASTER EXCLUSIVE SERVICE AGREEMENT
Master Exclusive Service Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

This Master Exclusive Service Agreement (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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MOBILEWOO TECHNOLOGY HOLDINGS LIMITED AMENDED AND RESTATED RESTRICTED SHARE AGREEMENT
Restricted Share Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software • Hong Kong

This Amended and Restated Restricted Share Agreement (this “Agreement”) is made as of October 14, 2014 (the “Effective Date”), among MobileWoo Technology Holdings Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), MobileWoo Technology Limited, a company incorporated in the British Virgin Islands (the “Holding Entity”), MobileWoo Holdings Limited, a company incorporated in the British Virgin Islands (the “Legal Holder”) and each of the Beneficial Holders listed on the Schedule A attached hereto (each a “Founder” and together, the “Founders”).

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EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • September 27th, 2013 • GODV Technology LTD • Services-prepackaged software
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EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Parties hereby agree as follows:

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MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED MEMBERS AGREEMENT
Members Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software • Hong Kong

The Company, the HK Sub and the PRC Group Companies are collectively referred to as the “Group Companies” and each a “Group Company”. The Purchaser, the Founders’ BVI Holding Entity and the Founders are each sometimes referred to herein as a “Member” and, collectively, the “Members”.

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MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SECOND AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software • Hong Kong

THIS SECOND AMENDED AND RESTATED VOTING AGREEMENT (this “Agreement”) is made and entered into as of October 14, 2014, by and among MobileWoo Technology Holdings Limited, a Cayman Islands company (the “Company”), MobileWoo Technology Limited, a company incorporated in the British Virgin Islands, (the “Founders’ BVI Holding Entity”), the entity set forth on Exhibit A hereto (the “Investor”), and each of the persons listed on Exhibit B hereto (each a “Founder,” and collectively, the “Founders”). The Investor, the Founders’ BVI Holding Entity and the Founders are sometimes collectively referred to herein as the “Members”.

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EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Parties hereby agree as follows:

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software • Hong Kong

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of October 14, 2014 between MobileWoo Technology Holdings Limited, a Cayman Islands company (the “Company”) and Yuqiang Deng (the “Indemnitee”).

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EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software
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BUSINESS COOPERATION AGREEMENT
Business Cooperation Agreement • September 27th, 2013 • GODV Technology LTD • Services-prepackaged software

(Each of Sungy Data, WFOE, Guangzhou Hengye, each of Hengye Subsidiaries and each of the Shareholders, a “Party”, and collectively the “Parties”.)

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EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, Parties hereby agree as follows:

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MOBILEWOO TECHNOLOGY HOLDINGS LIMITED SHARES PURCHASE AGREEMENT
Shares Purchase Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software • Hong Kong
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PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • September 27th, 2013 • GODV Technology LTD • Services-prepackaged software

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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MASTER EXCLUSIVE SERVICE AGREEMENT
Master Exclusive Service Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

This Master Exclusive Service Agreement (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of August 21, 2013 by and among the following parties:

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INVESTMENT AGREEMENT by and among Guangzhou Jiubang Digital Technology Co., Ltd. and Yingming Chang Guangzhou Jiucai Information Technology Co., Ltd. Dated November 28, 2014
Investment Agreement • April 16th, 2015 • Sungy Mobile LTD • Services-prepackaged software

Party A: Guangzhou Jiubang Digital Technology Co., Ltd., (referred to as “Jiubang Digital”) a limited liability company incorporated and existing under the laws of the People’s Republic of China, having its registered address at Floor 17, Tower A, China International Center, No. 33 Zhongshan 3rd Road, Yuexiu District, GuangZhou 510055, China, whose legal representative is Yuqiang Deng;

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EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • September 27th, 2013 • GODV Technology LTD • Services-prepackaged software
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SUPPLEMENTARY AGREEMENT TO CERTAIN DOCUMENTS IN RELATION TO VARIABLE INTEREST ENTITIES
Supplementary Agreement • October 22nd, 2013 • Sungy Mobile LTD • Services-prepackaged software
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