Yunji Inc. Sample Contracts

DEPOSIT AGREEMENT by and among YUNJI INC. as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as of May 2, 2019
Deposit Agreement • August 30th, 2019 • Yunji Inc. • Retail-retail stores, nec • New York

DEPOSIT AGREEMENT, dated as of May 2, 2019, by and among (i) Yunji Inc., a company incorporated in the Cayman Islands, with its principal executive office at 15/F, South Building, Hipark Phase 2, Xiaoshan District, Hangzhou 310000, Zhejiang Province, People’s Republic of China and its registered office at the offices of Maples Corporate Services Limited at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America (the “Depositary”, which term shall include any successor depositary hereunder) and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec

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

EMPLOYMENT AGREEMENT
Employment Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec • New York

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

AMENDED AND RESTATED EXCLUSIVE SERVICE AGREEMENT
Exclusive Service Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec

This Amended And Restated Exclusive Service Agreement (this “Agreement”) is entered into as of December 14, 2018 by and among the following parties:

AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec

This Amended and Restated Exclusive Option Agreement (this “Agreement”) is entered into as of December 17, 2018 by and among the following parties:

AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • February 27th, 2019 • Yunji Inc. • Retail-retail stores, nec

This Amended and Restated Equity Pledge Agreement (this “Agreement”) is entered into as of December 17, 2018 by and among the following parties:

AMENDED AND RESTATED PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec

This Amended and Restated Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of December 17, 2018 by and among the following parties:

Loan Agreement
Loan Agreement • April 25th, 2024 • Yunji Inc. • Retail-retail stores, nec

This Loan Agreement (this “Agreement”) is made and entered into by and among the following Parties as of March 15, 2023, the People’s Republic of China (“China” or the “PRC”):

AMENDED AND RESTATED PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • February 27th, 2019 • Yunji Inc. • Retail-retail stores, nec

This Amended and Restated Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of December 14, 2018 by and among the following parties:

EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • April 25th, 2024 • Yunji Inc. • Retail-retail stores, nec

This Exclusive Option Agreement (this “Agreement”) is entered into as of [Execution Date] by and among the following parties:

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT by and among Yunji Inc. Acceleration S Limited TRUSTBRIDGE PARTNERS IV, L.P. China Renaissance Corporation Eastern Bell XII Investment Limited CPYD Singapore Pte. Ltd. FASTURN OVERSEAS LIMITED Eastern Bell...
Shareholder Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec • Hong Kong

WHEREAS, (i) TH Capital has agreed to purchase from the Company, and the Company has agreed to sell to TH Capital, in an aggregate of 1,108,033 Series B Preferred Shares of the Company, and (ii) the Series B+ Investors have agreed to purchase from the Company, and the Company has agreed to sell to the Series B+ Investors, in an aggregate of 21,105,395 Series B+ Preferred Shares of the Company, each on the terms and conditions set forth in the Preferred Share Purchase Agreement dated June 4, 2018 (the “Share Purchase Agreement”), by and among, the Company, the Founders, the Founder Holdcos, the New Investors and certain other parties thereto. This Agreement is the “Shareholders Agreement” as defined in the Share Purchase Agreement.

PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • April 25th, 2024 • Yunji Inc. • Retail-retail stores, nec

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of [Execution Date] by and among the following parties:

Loan Agreement
Loan Agreement • February 27th, 2019 • Yunji Inc. • Retail-retail stores, nec

This Loan Agreement (this “Agreement”) is made and entered into by and among the following Parties as of December 14, 2018, the People’s Republic of China (“China” or the “PRC”):

EXCLUSIVE SERVICE AGREEMENT
Exclusive Service Agreement • April 26th, 2021 • Yunji Inc. • Retail-retail stores, nec

This Exclusive Service Agreement (this “Agreement”) is entered into as of [Execution Date] by and among the following parties:

PREFERRED SHARE PURCHASE AGREEMENT by and among Yunji Inc. China TH Capital Limited Fountain Sight Limited Shanghai Fengxian Information and Technology Development Partnership (LLP) and THE OTHER PARTIES NAMED HEREIN June 4, 2018
Preferred Share Purchase Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec • Hong Kong

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the Parties hereto agree as follows:

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • April 26th, 2021 • Yunji Inc. • Retail-retail stores, nec
EXCLUSIVE SERVICE AGREEMENT
Exclusive Service Agreement • April 25th, 2024 • Yunji Inc. • Retail-retail stores, nec

This Exclusive Service Agreement (this “Agreement”) is entered into as of [Execution Date] by and among the following parties:

PREFERRED SHARE PURCHASE AGREEMENT by and among Yunji Inc. Acceleration S Limited TRUSTBRIDGE PARTNERS IV, L.P. China Renaissance Corporation Eastern Bell XII Investment Limited CPYD Singapore Pte. Ltd. FASTURN OVERSEAS LIMITED Eastern Bell XIX...
Preferred Share Purchase Agreement • March 21st, 2019 • Yunji Inc. • Retail-retail stores, nec • Hong Kong

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions hereinafter set forth, the Parties hereto agree as follows:

PROXY AGREEMENT AND POWER OF ATTORNEY
Proxy Agreement and Power of Attorney • April 26th, 2021 • Yunji Inc. • Retail-retail stores, nec

This Proxy Agreement and Power of Attorney (this “Agreement”) is entered into as of [Execution Date] by and among the following parties:

EQUITY PLEDGE AGREEMENT
Equity Pledge Agreement • April 25th, 2024 • Yunji Inc. • Retail-retail stores, nec
EXCLUSIVE OPTION AGREEMENT
Exclusive Option Agreement • April 26th, 2021 • Yunji Inc. • Retail-retail stores, nec

This Exclusive Option Agreement (this “Agreement”) is entered into as of [Execution Date] by and among the following parties:

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