MOGU Inc. Sample Contracts

MOGU INC. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement December 5, 2018
Deposit Agreement • January 30th, 2019 • MOGU Inc. • Services-business services, nec • New York

DEPOSIT AGREEMENT dated as of December 5, 2018 among MOGU Inc., a company incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2018 by and between MOGU Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card No.: ) (the “Indemnitee”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2018 by and between MOGU Inc., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card No.: ) (the “Executive”).

MOGU INC. [●] CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE in the Form of American Depositary Shares UNDERWRITING AGREEMENT
Underwriting Agreement • November 29th, 2018 • MOGU Inc. • Services-business services, nec • New York
CHEN Qi WEI Yibo YUE Xuqiang Hangzhou Shiqu Information and Technology Co., Ltd. And Hangzhou Juangua Network Co., Ltd. Amended and Restated Equity Interest Pledge Agreement July 18, 2018
Equity Interest Pledge Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec

(In this Agreement, each of the Party shall be hereinafter referred to as a “Party” individually, and as the “Parties” collectively.)

Loan Agreement
Loan Agreement • October 5th, 2018 • Meili Inc. • Services-business services, nec

WHEREAS, Lender, Borrower and certain other parties entered into the Amended and Restated Exclusive Consultation and Service Agreement, the Amended and Restated Shareholder Voting Proxy Agreement, the Amended and Restated Exclusive Option Agreement and the Amended and Restated Equity Interest Pledge Agreement on July 18, 2018 (collectively, the “Controlling Documents”).

Hangzhou Shiqu Information and Technology Co., Ltd. [Name of VIE Shareholder] and [Name of VIE] Amended and Restated Exclusive Option Agreement [Date]
Exclusive Option Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec

([Name of VIE Shareholder] shall be hereinafter referred to individually as an “Existing Shareholder” and collectively as the “Existing Shareholders”)

SERIES C-3 PREFERRED SHARE SUBSCRIPTION AGREEMENT
Series C-3 Preferred Share Subscription Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec • Hong Kong

WHEREAS, the Company issued and allotted to certain investors Series C-3 preferred shares, par value US$0.00001 per share, of the Company (the “Series C-3 Preferred Shares”) pursuant to a Series C-3 Preferred Share Subscription Agreement, dated as of June 3, 2016, by and among, inter alios, the Company, the Founders and those investors; and

Amended and Restated Exclusive Consultation and Service Agreement
Exclusive Consultation and Service Agreement • October 5th, 2018 • Meili Inc. • Services-business services, nec

This Amended and Restated Exclusive Consultation and Service Agreement (this “Agreement”) is made and entered into on [Date] by and between:

Hangzhou Shiqu Information and Technology Co., Ltd. [Name of VIE Shareholder] And [Name of VIE] Amended and Restated Shareholder Voting Proxy Agreement [Date]
Shareholder Voting Proxy Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec

([Name of VIE Shareholder] shall be hereinafter referred to individually as a “Shareholder” and collectively as the “Shareholders”)

ELEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT OF MEILI INC. Dated as of July 17, 2018
Shareholder Agreement • September 7th, 2018 • Meili Inc. • Services-business services, nec • Hong Kong

THIS ELEVENTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of July 17, 2018, by and among:

Hangzhou Juangua Network Co., Ltd Customized Agreement for Project Office Building, Block XH0205-22, Shuangqiao (Yungu) Unit
Customized Agreement for Project Office Building • June 30th, 2021 • MOGU Inc. • Services-business services, nec

This Agreement is made and concluded by and between Hangzhou Great Channel Information Technology Co., Ltd (hereinafter referred to as party A) and Hangzhou Juangua Network Co., Ltd (hereinafter referred to as party B) on August 8, 2020, in Xihu District, Hangzhou.

AMENDMENT TO THE SUBSCRIPTION AGREEMENT
Subscription Agreement • November 23rd, 2018 • MOGU Inc. • Services-business services, nec • New York

THIS AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”), dated November 23, 2018, is made by and among MOGU Inc. (formerly known as Meili Inc., the “Company”) and Windcreek Limited (the “Purchaser”).

Business Cooperation Agreement
Business Cooperation Agreement • November 9th, 2018 • MOGU Inc. • Services-business services, nec

This Business Cooperation Agreement (this “Agreement”) is made and entered into on July 17, 2018 in Shenzhen, People’s Republic of China by and between:

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