AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • October 25th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
DEPOSIT AGREEMENT dated as of , 2019 among Q&K INTERNATIONAL GROUP LIMITED, 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
THIS INDEMNIFICIATION AGREEMNT (this “Agreement”) is made as of , 2019 by and between Q&K International Group Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] Number ) (the “Indemnitee”).
81,000,000] CLASS A ORDINARY SHARES Q&K INTERNATIONAL GROUP LIMITED CLASS A ORDINARY SHARES, PAR VALUE US$0.00001 PER SHARE IN THE FORM OF AMERICAN DEPOSITARY SHARES UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 24th, 2024 • XChange TEC.INC • Insurance agents, brokers & service • New York
This Securities Purchase Agreement is entered into as of September 24, 2024 (this “Agreement”), by and between XChange TEC. INC, a Cayman Islands exempted company (the “Company”), and the investor (the “Investor” together with the Company, a “Party” and collectively the “Parties”) identified on the signature page hereto.
Equity Acquisition Agreement FLJ Group Limited with Lianlian Holdings Inc., and Steward LianLian Investment Limited, Lesta LianLian Investment Limited, Xenia LianLian Investment Limited, Zabulon LianLian Investment Limited, Regina LianLian Investment...Equity Acquisition Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors • Hong Kong
This equity acquisition agreement (this “Agreement”) is made and entered into by and between the following parties on September 29, 2023:
CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENTConvertible Notes and Warrant Purchase Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENTConvertible Notes and Warrant Purchase Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
This Amendment No. 1 (the “Amendment”) to the Convertible Notes and Warrant Purchase Agreement dated July 22, 2020 (the “Agreement”) is made as of July 29, 2020 by and among:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or the PRC).
FLJ Group Limited Entered into a Definitive Agreement to Acquire Alpha Mind Technology LimitedEquity Acquisition Agreement • November 22nd, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
SHANGHAI, China, November 22, 2023 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), today entered into an equity acquisition agreement (the “Equity Acquisition Agreement”) with Alpha Mind Technology Limited (the “Target Company” or “Alpha Mind”) and the Target Company’s shareholders (the “Sellers”) to acquire all the issued and outstanding shares in the Target Company for an aggregate purchase price of US$180,000,000 or RMB equivalent (the “Acquisition”). Upon the closing of the Acquisition, Alpha Mind will become a wholly-owned subsidiary of the Company. At Closing, the Company shall deliver to each of the Sellers a promissory note (collectively, the “Notes”) in an aggregate amount equal to the purchase price. The Notes have a maturity of 90 days from the closing date, and will be secured by all of the issued and outstanding equity of the Target Company and all of the assets of the Target Company and its subsidiaries.
THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholder Agreement • October 7th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • Hong Kong
Exclusive Option AgreementExclusive Option Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or the PRC):
Equity Transfer Agreement of Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd.Equity Transfer Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
Transferor: Qingke (China) Limited (hereinafter referred to as “Party A”), Company Registration No.: 2116935, Address: Room D, 10/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong; and
Q&K INTERNATIONAL GROUP LIMITED SERIES C-2 PREFERRED SHARE SUBSCRIPTION AGREEMENT January 30, 2019Series C-2 Preferred Share Subscription Agreement • October 25th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • Hong Kong
Q&K INTERNATIONAL GROUP LIMITED SERIES C-1 PREFERRED SHARE SUBSCRIPTION AGREEMENT March 16, 2018Series C-1 Preferred Share Subscription Agreement • October 25th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • Hong Kong
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on January 1st , 2022 in [Beijing], the Peoples Republic of China (China or the PRC):
DATED 18 December 2019 Q&K International Group Limited as Borrower and Azure Investments Ltd. as Lender LOAN AGREEMENT UP TO US$35,000,000 SHORT-TERM LOAN FACILITY to Q&K International Group LimitedLoan Agreement • February 18th, 2020 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • Hong Kong
The Lender has, at the request of the Borrower, agreed to make available to the Borrower a term loan of up to Thirty-Five Million US Dollars (US$35,000,000) subject to and on the terms and conditions specified in this Agreement.
Chengdu Liwu Apartment Management Co., Ltd. and Beijing LianULife Technology Co., Ltd., Beijing LianULife Property Management Co., Ltd. Beijing LianULife Zhixuan Property Management Co., Ltd. Beijing Beautiful House Asset Management Co., Ltd. Between...Asset Transfer Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
This Asset Transfer Agreement (hereinafter referred to as the “Agreement”) is made and entered into by the following parties on July 22, 2020 in Shanghai, the People’s Republic of China (hereinafter referred to as the “PRC”, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan Region):
Equity Pledge AgreementEquity Pledge Agreement • October 7th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
This Equity Pledge Agreement (this “Agreement”) is signed by and among the following parties in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:
Exclusive Option AgreementExclusive Option Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or PRC):
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • December 29th, 2023 • FLJ Group LTD • Real estate operators (no developers) & lessors
This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or PRC):
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
Equity Transfer Agreement of Shanghai Qingke Investment Consulting Co., Ltd.Equity Transfer Agreement • February 15th, 2022 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
Transferor: Qingke (China) Limited (hereinafter referred to as "Party A"), Company Registration No.: 2116935, Address: Room D, 10/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong; and
Exclusive Option AgreementExclusive Option Agreement • October 7th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
This Exclusive Option Agreement (this “Agreement”) is signed by and among the following Parties in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:
SHARE CHARGEShare Charge • February 15th, 2022 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
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:
Exclusive Technology Service AgreementExclusive Technology Service Agreement • October 7th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
This Exclusive Technology Service Agreement (this “Agreement”) is signed by and between the following parties in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • New York
This Asset Purchase Agreement (this “Agreement”) is made as of July 22, 2020 (the “Execution Date”), by and among Q&K International Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Purchaser”), and Great Alliance Co-living Limited, a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Seller”). Seller and Purchaser are referred to herein each as a “Party” and collectively as the “Parties.” Capitalized terms not otherwise defined shall have the meaning ascribed to such terms in Annex I.
Amendments to Equity Acquisition Agreement and Promissory Notes DATED FEBRUARY 9, 2024Equity Acquisition Agreement • February 9th, 2024 • FLJ Group LTD • Insurance agents, brokers & service
Reference is made to the equity acquisition agreement dated November 22, 2023 entered into by and among FLJ Group Limited, MMTEC, Inc. and Burgeon Capital Inc. (each a “party” and collectively the “parties”) (the “Equity Acquisition Agreement”). Unless otherwise referred to herein, capitalized terms used in this amendment (the “Amendment”) shall have the same meanings as those defined in the Equity Acquisition Agreement.
AGREEMENTAsset Purchase Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
This Agreement (this “Agreement”) is made as of July 22, 2020 (the “Execution Date”), by and among Q&K International Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Purchaser”), and Great Alliance Co-living Limited, a limited liability company duly incorporated and validly existing under the laws of the British Virgin Islands (the “Seller”). Seller and Purchaser are referred to herein each as a “Party” and collectively as the “Parties.”
Shareholder Voting Proxy AgreementShareholder Voting Proxy Agreement • September 17th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
This Shareholder Voting Proxy Agreement (this “Agreement”) is signed by and among the follow parties (the “Parties”) in Shanghai, the People’s Republic of China (“China”) on April 21, 2015:
Strategic Cooperation Agreement (February, 2019)Strategic Cooperation Agreement • September 17th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
THEREFORE, both Parties, based on the principles of equality, voluntariness and good faith, have reached the following agreement.
Employment AgreementEmployment Agreement • October 7th, 2019 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors
In accordance with the provisions of the Labor Contract Law of the People’s Republic of China, Party A and Party B enter into this Agreement on the basis of equality, voluntariness and mutual agreement to specify the rights and obligations of the Parties for mutual compliance.
Chengdu Liwu Apartment Management Co., Ltd. and Beijing Yihongyue Real Estate Agency Co., Ltd. and Han Guang Between Contracted Operation AgreementContracted Operation Agreement • February 16th, 2021 • Q&K INTERNATIONAL GROUP LTD • Real estate operators (no developers) & lessors • Shanghai
This Contracted Operation Agreement (hereinafter referred to as the “Agreement”) is made and entered into by the following parties on July 22, 2020 in Shanghai, the People’s Republic of China (hereinafter referred to as the “PRC”, for the purpose of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan Region):
