UCOMMUNE GROUP HOLDINGS LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • December 27th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services • New York
DEPOSIT AGREEMENT dated as of __________, 2019 among UCOMMUNE GROUP HOLDINGS 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.
EMPLOYMENT AGREEMENTEmployment Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services • Hong Kong
This Employment Agreement (the “Agreement”), dated as of [MONTH DATE], [YEAR] (the “Effective Date”), is entered between Ucommune Group Holdings Limited, a company incorporated in the Cayman Islands (the “Company”) and [NAME] (the “Executive”).
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Exclusive Business Cooperation Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services • Hong Kong
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into this _________, 2019, between Ucommune Group Holdings Limited, a Cayman Islands company (the “Company”), and (the “Indemnitee”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services • Hong Kong
NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the parties agree as follows:
Shareholders’ Voting Right Proxy AgreementShareholders’ Voting Right Proxy Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Shareholders’ Voting Right Proxy Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Shareholders’ Voting Right Proxy AgreementShareholders’ Voting Right Proxy Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Shareholders’ Voting Right Proxy Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of November 22, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of November 22, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Exclusive Option AgreementExclusive Option Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Exclusive Option Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Equity Pledge Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of May 20, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Exclusive Option AgreementExclusive Option Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
Party A: Beijing Melo Technology Co., Ltd., with its domicile at Room 1406-016, 14/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, its legal representative is Zheng Han.
Exclusive Technology Consulting and Service AgreementExclusive Technology Consulting and Service Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Exclusive Technology Consulting and Service Agreement (hereinafter referred to as “this Agreement”) is entered into by and between the following Parties on January 30, 2019:
Shareholders’ Voting Right Proxy AgreementShareholders’ Voting Right Proxy Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
Party A: Beijing Melo Technology Co., Ltd., with its domicile at Room 1406-016, 14/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, its legal representative is Zheng Han.
Exclusive Option AgreementExclusive Option Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
This Exclusive Option Agreement (hereinafter referred to as the “Agreement”) is entered into by and among the following Parties as of November 22, 2019 in Beijing, the People’s Republic of China (“PRC”, for purposes of this Agreement, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan):
Equity Pledge AgreementEquity Pledge Agreement • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
Party A: Beijing Melo Technology Co., Ltd., with its domicile at Room 1406-016, 14/F, Shining Tower, No. 35, Xueyuan Road, Haidian District, Beijing, its legal representative is Zheng Han.
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Jiantong Zhao (ID No.: [____________]), am the lawful spouse of Jiahui Gan (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jiahui Gan executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jiahui Gan disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Dongmei Liu (ID No.: [____________]), am the lawful spouse of Jinwang Zhou (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jinwang Zhou executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jinwang Zhou disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Mingchen Liu (ID No.: [____________]), am the lawful spouse of Min Jiang (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Min Jiang executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Min Jiang disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Daqing Mao (Passport No.: [____________]), am the lawful spouse of Angela Bai (Passport No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Angela Bai executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Angela Bai disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Hong Wu (ID No.: [____________]), am the lawful spouse of Bin Zhao (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Bin Zhao executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Bin Zhao disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Ye Yan (ID No.: [____________]), am the lawful spouse of Zhuangkun He (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Zhuangkun He executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Zhuangkun He disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Fan Wang (ID No.: [____________]), am the lawful spouse of Zhiyong Zhao (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Zhiyong Zhao executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Zhiyong Zhao disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Ya’nan Wang (ID No.: [____________]), am the lawful spouse of Liang Chen (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Liang Chen executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Liang Chen disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • December 11th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Feng Deng (ID No.: [____________]), am the lawful spouse of Jun Qin (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jun Qin executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jun Qin disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Liu Yang (ID No.: [____________]), am the lawful spouse of Sheng Wu (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Sheng Wu executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Sheng Wu disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Feng Deng (ID No.: [____________]), am the lawful spouse of Jun Qin (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jun Qin executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jun Qin disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Daqing Mao (Passport No.: [____________]), am the lawful spouse of Angela Bai (Passport No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Angela Bai executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Angela Bai disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Jiantong Zhao (ID No.: [____________]), am the lawful spouse of Jiahui Gan (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jiahui Gan executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jiahui Gan disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Hong Wu (ID No.: [____________]), am the lawful spouse of Bin Zhao (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Bin Zhao executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Bin Zhao disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Mingchen Liu (ID No.: [____________]), am the lawful spouse of Min Jiang (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Min Jiang executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Min Jiang disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Hai Wu (ID No.: [____________]), am the lawful spouse of Fen Shen (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Fen Shen executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Fen Shen disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by her in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Ye Yan (ID No.: [____________]), am the lawful spouse of Zhuangkun He (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Zhuangkun He executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Zhuangkun He disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Dongmei Liu (ID No.: [____________]), am the lawful spouse of Jinwang Zhou (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Jinwang Zhou executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Jinwang Zhou disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Ya’nan Wang (ID No.: [____________]), am the lawful spouse of Liang Chen (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Liang Chen executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Liang Chen disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
Spousal Consent LetterSpousal Consent Letter • September 13th, 2019 • Ucommune Group Holdings LTD • Services-miscellaneous business services
I, Xueyan Bai (ID No.: [____________]), am the lawful spouse of Songlin Fu (ID No.: [____________]). I hereby acknowledge that I have known, and unconditionally and irrevocably agree that Songlin Fu executes the following documents (hereinafter collectively referred to as the “VIE Agreements”), and agree that Songlin Fu disposes of the shares of Ucommune (Beijing) Venture Investment Co., Ltd. (hereinafter referred to as the “Domestic Company”) held by him in accordance with the provisions of the following VIE Agreements:
