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Fangdd Network Group Ltd. Sample Contracts

FANGDD NETWORK GROUP LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement October 31, 2019
Deposit Agreement • March 31st, 2020 • Fangdd Network Group Ltd. • Real estate • New York

DEPOSIT AGREEMENT dated as of October 31, 2019 among FANGDD NETWORK GROUP LTD., 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.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • November 8th, 2024 • Fangdd Network Group Ltd. • Real estate • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of November 7, 2024, between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

FORM OF INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2019 by and between Fangdd Network Group Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card No.: ) (the “Indemnitee”).

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate • New York

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2019 by and between Fangdd Network Group Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card No.: ) (the “Executive”).

ORDINARY SHARE PURCHASE WARRANT FANGDD NETWORK GROUP LTD.
Ordinary Share Purchase Warrant • October 7th, 2024 • Fangdd Network Group Ltd. • Real estate • New York

THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______________, 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 18th, 2023 • Fangdd Network Group Ltd. • Real estate • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 17, 2023, between Fangdd Network Group Ltd., a Cayman Islands company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Mr. Xi Zeng Chairman & CEO Fangdd Network Group Ltd. Room 4106, Building 12B1, Shenzhen Bay Ecological Technology Park Nanshan District, Shenzhen, 518057 People’s Republic of China Dear Mr. Zeng:
Placement Agent Agreement • July 18th, 2023 • Fangdd Network Group Ltd. • Real estate • New York

This letter (the “Agreement”) constitutes the agreement between Maxim Group LLC (“Maxim” or the “Placement Agent”) and Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of the American Depositary Shares (“ADS”) of the Company, each representing 375 Class A ordinary shares of the Company, par value $0.0000001 per share (“Ordinary Shares”), and warrants (“ADS Warrants”) to purchase ADS of the Company (the ADS underlying the ADS Warrants, the “Warrant Shares”). The ADS, the Warrants, and the Warrant Shares are collectively referred to as the “Securities”. The terms of the Placement and the Securities shall be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”) and nothing herein constitutes that the Placement Agent wo

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • November 8th, 2024 • Fangdd Network Group Ltd. • Real estate • New York
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT FANGDD NETWORK GROUP LTD.
Pre-Funded Ordinary Share Purchase Warrant • November 8th, 2024 • Fangdd Network Group Ltd. • Real estate • New York

THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after _______________, 2024 (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 1st, 2024 • Fangdd Network Group Ltd. • Real estate • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 1, 2024, between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Fangdd Network Group Ltd. FORM OF DIRECTOR AGREEMENT
Director Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Director Agreement (the “Agreement”) is made and entered into as of _______________, 2019, by and between Fangdd Network Group Ltd., a Cayman Islands company (the “Company”), and _______________ (ID Card No.: _______________) (the “Director”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 10th, 2024 • Fangdd Network Group Ltd. • Real estate • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 9, 2024, between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

Operation and Maintenance Service Agreement Between Shenzhen Fangdd Network Technology Co, Ltd. (Service Receiver) And Shenzhen Fangdd Information Technology Co, Ltd. (Service Provider) March 2014
Operation and Maintenance Service Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Operation and Maintenance Service Agreement (hereinafter referred to as the“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and between:

Technology Development and Application Service Agreement Between Shenzhen Fangdd Network Technology Co, Ltd. (Service Receiver) And Shenzhen Fangdd Information Technology Co, Ltd. (Service Provider) March 2014
Technology Development and Application Service Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Technology Development and Application Service Agreement (hereinafter referred to as the” Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and between:

SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • July 21st, 2023 • Fangdd Network Group Ltd. • Real estate

This Share Subscription Agreement (this “Agreement”) is made as of July 21, 2023, by and between Fangdd Network Group Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) and Zx International Ltd (the “Subscriber”), a company incorporated in British Virgin Islands and controlled by Mr. Xi Zeng, the chairman of the board of directors and the chief executive officer of the Company.

Supplementary Agreement to the Purchase Option Agreement Among Shenzhen FangDD Information Technology Co, Ltd., (Purchase Option Holder) Wentao Bai (Purchase Option Obligor) And Shenzhen FangDD Network Technology Co, Ltd., August 2018
Supplementary Agreement to the Purchase Option Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Supplementary Agreement to the Purchase Option Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:

= Certain confidential information contained in this document, marked by brackets, has been omitted because Fangdd Network Group Ltd. has determined it is not material and would be competitively harmful if publicly disclosed.
Supplementary Agreement to the Business Operation Agreement • November 29th, 2023 • Fangdd Network Group Ltd. • Real estate

This Supplementary Agreement to the Business Operation Agreement (this “Agreement”) is made and entered into in Shenzhen, the People’s Republic of China (PRC) on November 20, 2023 by and among:

SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • January 13th, 2023 • Fangdd Network Group Ltd. • Real estate

This Share Subscription Agreement (this “Agreement”) is made as of January 13, 2023 by and between Fangdd Network Group Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) and Zx International Ltd (the “Subscriber”), a company incorporated in British Virgin Islands and controlled by Mr. Xi Zeng, the chairman of the board of directors and chief executive officer of the Company.

Equity Interest Pledge Agreement Among Shenzhen FangDD Information Technology Co., Ltd., (Pledgee) (Pledgor) And Shenzhen FangDD Network Technology Co., Ltd., March 2014
Equity Interest Pledge Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Equity Interest Pledge Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of March 21, 2014 by and among:

Supplementary Agreement to the Equity Interest Pledge Agreement Among Shenzhen Fangdd Information Technology Co, Ltd., (Pledgee) Wentao Bai (Pledgor) And Shenzhen Fangdd Network Technology Co, Ltd., August 2018
Supplementary Agreement to the Equity Interest Pledge Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Supplementary Agreement to the Equity Interest Pledge Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:

Securities Purchase Agreement
Securities Purchase Agreement • December 8th, 2022 • Fangdd Network Group Ltd. • Real estate • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December _______, 2022 between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Supplementary Agreement to the Equity Interest Pledge Agreement Among Shenzhen FangDD Information Technology Co, Ltd., (Pledgee) Wentao Bai (Pledgor) And Shenzhen FangDD Network Technology Co, Ltd., August 2018
Supplementary Agreement to the Equity Interest Pledge Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Supplementary Agreement to the Equity Interest Pledge Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:

Business Operation Agreement Among Shenzhen FangDD Information Technology Co., Ltd., Shenzhen FangDD Network Technology Co., Ltd., Huang Jingjing, Bai Wentao, Zhang Wei and Duan Yi, Li Jiancheng, Zeng Xi, Pan Jiaorong, Zhou Li and Lu Ying June 2017
Business Operation Agreement • April 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Business Operation Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of June 8, 2017 by and among:

= Certain confidential information contained in this document, marked by brackets, has been omitted because Fangdd Network Group Ltd. has determined it is not material and would be competitively harmful if publicly disclosed. Equity Interest Pledge...
Equity Interest Pledge Agreement • November 29th, 2023 • Fangdd Network Group Ltd. • Real estate

This Equity Interest Pledge Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of November 20, 2023 by and among:

AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT
Shareholder Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

THIS AMENDMENT TO THE AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Amendment”) is dated as of October 8, 2019, among FANGDD NETWORK GROUP LTD, an exempted limited liability incorporated under the laws of Cayman Island (the “Company”), the Founders, the Series A Investors, the Series B Investors, the Series C Investors (together with the Founders, Series A Investors, Series B Investors, the “Shareholders”) and certain other parties thereto. Capitalized terms used but not otherwise defined in this Amendment should have the meanings given such terms in the Amended and Restated Shareholders Agreement dated as of June 30, 2015 by and among the Company and the Shareholders (the “Agreement”).

Supplementary Agreement to the Purchase Option Agreement Among Shenzhen Fangdd Information Technology Co, Ltd., (Purchase Option Holder) Wentao Bai (Purchase Option Obligor) And Shenzhen Fangdd Network Technology Co, Ltd., August 2018
Supplementary Agreement to the Purchase Option Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Supplementary Agreement to the Purchase Option Agreement (“Supplementary Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of August 1, 2018 by and among:

Business Operation Agreement Among Shenzhen Fangdd Information Technology Co., Ltd., Shenzhen Fangdd Network Technology Co., Ltd., Jingjing Huang, Wentao Bai, Wei Zhang and Yi Duan, Jiancheng Li, Xi Zeng, Jiaorong Pan, Li Zhou and Lu Ying June 2017
Business Operation Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate

This Business Operation Agreement (“Agreement”) is made in Shenzhen, the People’s Republic of China (“PRC”) as of June 8, 2017 by and among:

Securities Purchase Agreement
Securities Purchase Agreement • March 2nd, 2023 • Fangdd Network Group Ltd. • Real estate • Hong Kong

This Securities Purchase Agreement (this “Agreement”) is dated as of March_______, 2023 between Fangdd Network Group Ltd., a Cayman Islands exempted company (the “Company”), and the purchaser identified on the signature page hereto (including its successors and assigns, the “Purchaser”).

LETTER AGREEMENT
Letter Agreement • April 15th, 2020 • Fangdd Network Group Ltd. • Real estate • Hong Kong
= Certain confidential information contained in this document, marked by brackets, has been omitted because Fangdd Network Group Ltd. has determined it is not material and would be competitively harmful if publicly disclosed. Supplementary Agreement...
Supplementary Agreement to the Purchase Option Agreement • November 29th, 2023 • Fangdd Network Group Ltd. • Real estate

This Supplementary Agreement to the Purchase Option Agreement (this “Supplementary Agreement”) is made and entered into in Shenzhen, the People’s Republic of China (PRC) on November 20, 2023 by and among:

AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT
Shareholders Agreement • October 8th, 2019 • Fangdd Network Group Ltd. • Real estate • Hong Kong

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound hereto hereby agree as follows:

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • December 10th, 2024 • Fangdd Network Group Ltd. • Real estate • New York
SHARE SUBSCRIPTION AGREEMENT
Share Subscription Agreement • October 10th, 2024 • Fangdd Network Group Ltd. • Real estate

This Share Subscription Agreement (this “Agreement”) is made as of October 10, 2024, by and between Fangdd Network Group Ltd., an exempted company incorporated in the Cayman Islands (the “Company”) and Zx International Ltd (the “Subscriber”), a company incorporated in British Virgin Islands and controlled by Mr. Xi Zeng, the chairman of the board of directors and the chief executive officer of the Company.