DEPOSIT AGREEMENT by and among LIZHI 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 , 2019Deposit Agreement • November 22nd, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc. • New York
DEPOSIT AGREEMENT, dated as of , 2019, by and among (i) Lizhi Inc., a company incorporated in the Cayman Islands, with its principal executive office at Yangcheng Creative Industry Zone, No. 309 Middle Huangpu Avenue, Tianhe District, Guangzhou 510655, The People’s Republic of China and its registered office at Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, 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)
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • April 13th, 2021 • Lizhi Inc. • Services-computer programming, data processing, etc. • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 8, 2021, between Lizhi Inc., 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”).
INDEMNIFICATION AGREEMENT LIZHI INC.Indemnification Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc. • Hong Kong
This Indemnification Agreement (this “Agreement”), made and entered into as of the day of , 2019, by and between LIZHI INC., an exempted company with limited liability under the laws of Cayman Islands (the “Company”) and (“Indemnitee”).
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [ ], HAS BEEN OMITTED BECAUSE LIZHI INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO LIZHI INC. IF PUBLICLY DISCLOSED....Shareholders Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc. • 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 hereby agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc. • Hong Kong
This Employment Agreement (the “Agreement”), dated as of (the “Effective Date”), is entered between LIZHI INC., an exempted company with limited liability under the laws of the Cayman Islands (the “Company”) and (the “Executive”).
Exclusive Technical Consulting and Management Service AgreementConsulting and Management Service Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on July 19, 2022:
The Business Operation AgreementThe Business Operation Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on January 17, 2023:
First Amended and Restated Agreement of Business Operation AgreementAgreement of Business Operation Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
This First Amended and Restated Agreement of Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on January 6, 2023:
Supplementary Agreement of First Amended and Restated Agreement of the Equity Pledge AgreementSupplementary Agreement • October 31st, 2024 • Sound Group Inc. • Services-computer programming, data processing, etc.
This Supplementary Agreement of First Amended and Restated Agreement of the Equity Pledge Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on May 8, 2023:
Exclusive Equity Transfer Option AgreementEquity Transfer Option Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) is entered into by the following parties on January 17, 2023:
Supplementary Agreement of Exclusive Technical Consulting and Management Service AgreementSupplementary Agreement • October 31st, 2024 • Sound Group Inc. • Services-computer programming, data processing, etc.
This Supplementary Agreement of Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on May 8, 2023:
April 8, 2021 Lizhi Inc. Yangcheng Creative Industry Zone No. 309 Middle Huangpu Avenue Tianhe District, Guangzhou 510655 People’s Republic of China Attn: Jinnan (Marco) Lai, Chief Executive Officer Dear Mr. Lai:Personal and Confidential • April 13th, 2021 • Lizhi Inc. • Services-computer programming, data processing, etc. • New York
This letter (the “Agreement”) constitutes the agreement by and between Kingswood Capital Markets, division of Benchmark Investments, Inc. (“Kingswood”, or the “Placement Agent”) and Lizhi Inc., a Cayman Islands company (the “Company”), pursuant to which the Placement Agent shall serve as the exclusive placement agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed placement (the “Placement”) of registered securities (the “Securities”) of the Company, including American Depositary Shares, or ADSs (the “ADSs”), each representing twenty (20) Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), and registered warrants to purchase Ordinary Shares (the “Warrants”). 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 would have the power or authority to bind t
Supplementary Agreement of Amended and Restated Agreement of Exclusive Technical Consulting and Management Service AgreementSupplementary Agreement • October 31st, 2024 • Sound Group Inc. • Services-computer programming, data processing, etc.
This Supplementary Agreement of Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on May 8, 2023:
First Amended and Restated Agreement of the Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
This First Amended and Restated Agreement of the Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on January 6, 2023:
The Fourth Amended and Restated Agreement of Exclusive Equity Transfer Option AgreementEquity Transfer Option Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Fourth Amended and Restated Agreement of Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) is entered into by the following parties on June 20, 2019:
Equity Pledge AgreementEquity Pledge Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
Whereas, the Pledgor holds 100% equity in Guangzhou Huanliao Network Technology Co., Ltd. (a domestic-funded company with limited liability whose registered address is Self-numbered 3-10B-2B, No. 309 Huangpu Avenue Middle, Tianhe District, Guangzhou, with a registered capital of RMB1 million, hereinafter referred to as “the Company”);
Supplementary Agreement of Equity Pledge AgreementSupplementary Agreement of Equity Pledge Agreement • October 31st, 2024 • Sound Group Inc. • Services-computer programming, data processing, etc.
This Supplementary Agreement of Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on May 8, 2023:
Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
Whereas, the Pledgors hold equity in Guangzhou Lizhi Network Technology Co., Ltd. (a domestic-funded company with limited liability whose registered address is Room 101, Building 7, No. 309 Huangpu Avenue Middle, Tianhe District, Guangzhou City, hereinafter referred to as “the Company”):
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • April 13th, 2021 • Lizhi Inc. • Services-computer programming, data processing, etc. • New York
As Placement Agent, pursuant to a Placement Agency Agreement, dated April 8, 2021, by and between Lizhi Inc. and Kingswood Capital Markets, division of Benchmark Investments, Inc.
The Second Amended and Restated Agreement of Business Operation AgreementAgreement of Business Operation Agreement • August 6th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Second Amended and Restated Agreement of Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on June 20, 2019:
First Amended and Restated Agreement of the Exclusive Equity Transfer Option AgreementOption Agreement • April 28th, 2023 • Lizhi Inc. • Services-computer programming, data processing, etc.
This First Amended and Restated Agreement of the Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on January 6, 2023:
4,100,000 American Depository Shares Representing 82,000,000 Class A Ordinary Shares, Par Value US$0.0001 Per Share LIZHI INC. UNDERWRITING AGREEMENTLizhi Inc. • January 13th, 2020 • Services-computer programming, data processing, etc. • New York
LIZHI INC., a company incorporated in the Cayman Islands with limited liability (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), 4,100,000 American depositary shares (“ADSs”), representing 82,000,000 Class A ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of the Company (the “Firm Securities”). The Company proposes to sell to the several Underwriters not more than an additional 615,000 ADSs representing 12,300,000 Class A Ordinary Shares (the “Optional Securities”) if and to the extent that you, as managers of the offering, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Optional Securities granted to the Underwriters in Section 2 hereof. The Firm Securities and the Optional Securities, in each case including the underlying Ordinary Shares, are hereinafter collectively referred to a
Exclusive Equity Transfer Option AgreementExclusive Equity Transfer Option Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Exclusive Equity Transfer Option Agreement (hereinafter referred to as “this Agreement”) was entered into by the following parties on May 20, 2019:
Amended and Restated Agreement of Exclusive Technical Consulting and Management Service AgreementManagement Service Agreement • October 28th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Amended and Restated Agreement of Exclusive Technical Consulting and Management Service Agreement (hereinafter referred to as “this Agreement”) was entered into by the following two parties on 9 June 2017:
Business Operation AgreementBusiness Operation Agreement • August 6th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Business Operation Agreement (hereinafter referred to as “this Agreement”) was signed by the following parties (hereinafter referred to as “Parties to this Agreement”) on May 20, 2019:
The Third Amended and Restated Agreement of Equity Pledge AgreementEquity Pledge Agreement • August 6th, 2019 • Lizhi Inc. • Services-computer programming, data processing, etc.
This Third Amended and Restated Agreement of Equity Pledge Agreement (hereinafter referred to as “this Agreement”) is signed by the following parties on June 20, 2019:
